Common use of (a) Clause in Contracts

(a). If, notwithstanding the use by the Credit Parties of commercially reasonable efforts to comply with clause (d)(iii) of this Section as it relates to creation or perfection of any security interest granted pursuant to any Credit Document (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code or the PPSA and (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant to the Credit Documents, other than equity securities of any entities acquired in the Specified Acquisition which shall be delivered within forty-five (45) days following the delayed Draw Funding Date or such later date as the Administrative Agent may agree in writing in its sole discretion) on the Delayed Draw Funding Date, such requirements are not satisfied as of the Delayed Draw Funding Date, then the satisfaction of such requirements shall not be a condition to the availability of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and in any event, with respect to the execution and delivery of joinder and security documents with respect to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date or, in each case, such later date as the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein to the contrary, the Lenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans on the Delayed Draw Funding Date shall be subject only to the conditions in this Section 6.02 having been satisfied (or waived in accordance with Section 12.12). For clarification purposes and notwithstanding anything to the contrary contained in this Agreement, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor any Lender shall be entitled to (a) terminate any of its Commitments under this Agreement to provide the Delayed Draw Term Loan or Limited Condition Revolving Loans, (b) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it may have, in each case to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding Date, (c) refuse to participate in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this Section 6.02 have been satisfied (or waived in accordance with Section 12.12).

(a). IfThe Borrower shall notify the Administrative Agent (and, notwithstanding in the use case of prepayment of a Swingline Loan, the Swingline Lender) by the Credit Parties of commercially reasonable efforts to comply with clause (d)(iii) of this Section as it relates to creation or perfection written notice of any security interest granted pursuant to any Credit Document prepayment hereunder (other than security interests that may be perfected by i) (x) in the filing case of prepayment of a financing statement under Term Benchmark Borrowing, not later than 12:00 p.m., New York City time, three (3) Business Days before the Uniform Commercial Code or the PPSA date of prepayment, and (yii) in the delivery case of certificates evidencing prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the equity securities required date of prepayment, (iii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) Business Days before the date of prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be pledged pursuant to the Credit Documentsprepaid; provided that, other than equity securities if a notice of any entities acquired prepayment is given in the Specified Acquisition which shall be delivered within forty-five (45) days following the delayed Draw Funding Date or such later date as the Administrative Agent may agree in writing in its sole discretion) on the Delayed Draw Funding Date, such requirements are not satisfied as connection with a conditional notice of termination of the Delayed Draw Funding DateCommitments as contemplated by Section 2.09, then the satisfaction such notice of prepayment may be revoked if such requirements shall not be a condition to the availability notice of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and in any event, with respect to the execution and delivery of joinder and security documents with respect to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date or, in each case, such later date as the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein to the contrary, the Lenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans on the Delayed Draw Funding Date shall be subject only to the conditions in this Section 6.02 having been satisfied (or waived termination is revoked in accordance with Section 12.12)2.09. For clarification purposes and notwithstanding anything Promptly following receipt of any such notice relating to the contrary contained in this Agreementa Borrowing, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor shall advise the Lenders of the contents thereof. Each partial prepayment of any Lender Borrowing shall be entitled in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to (a) terminate any the Revolving Loans included in the prepaid Revolving Borrowing; each voluntary prepayment of its Commitments under this Agreement to provide the Delayed Draw a Term Loan or Limited Condition Revolving Loans, (b) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it may have, in each case Borrowing shall be applied ratably to the extent to do so would prevent, limit or delay Term Loans included in the making of the Delayed Draw prepaid Term Loan or Limited Condition Revolving Loans on Borrowing in such order of application as directed by the Delayed Draw Funding DateBorrower, (c) refuse to participate in making the Delayed Draw and each mandatory prepayment of a Term Loan or Limited Condition Revolving Loans when required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this Section 6.02 have been satisfied (or waived Borrowing shall be applied in accordance with Section 12.122.11(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

(a). If, notwithstanding the use by the Credit Parties of commercially reasonable efforts to comply with clause (d)(iii) of this Section as it relates to creation or perfection of any security interest granted pursuant to any Credit Document (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code or the PPSA and (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant to the Credit Documents, other than equity securities of any entities acquired in the Specified Acquisition which The Lead Borrower shall be delivered within forty-five (45) days following the delayed Draw Funding Date or such later date as notify the Administrative Agent may agree (and, in writing the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed in its sole discretionwriting) on of any prepayment hereunder (i) in the Delayed Draw Funding Datecase of prepayment of a Eurocurrency Borrowing, such requirements are not satisfied as later than 12:00 p.m. (noon), Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the Delayed Draw Funding Date, then the satisfaction case of such requirements shall not be a condition to the availability of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and Eurocurrency Borrowing denominated in any event, with respect to the execution and delivery of joinder and security documents with respect to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date ora Foreign Currency), in each casecase before the date of prepayment, such (ii) in the case of prepayment of an ABR Borrowing or a Canadian Prime Borrowing, not later than 12:00 p.m. (noon), New York City time, one (1) Business Day before the date as of prepayment or (iii) in the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein to the contrarycase of prepayment of a Swingline Loan, the Lenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans not later than 12:00 noon, New York City time, on the Delayed Draw Funding Date date of prepayment. Each such notice shall be subject only irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the conditions in this Commitments as contemplated by Section 6.02 having been satisfied (or waived 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 12.12)2.09. For clarification purposes and notwithstanding anything Promptly following receipt of any such notice relating to the contrary contained in this Agreementa Borrowing, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor shall advise the Lenders of the contents thereof. Each partial prepayment of any Lender Borrowing shall be entitled in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to (a) terminate any the Revolving Loans included in the prepaid Revolving Borrowing and each voluntary prepayment of its Commitments under this Agreement to provide the Delayed Draw a Term Loan or Limited Condition Revolving Loans, Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Lead Borrower. Prepayments shall be accompanied by (bi) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it may have, in each case accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding Date, (c) refuse to participate in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this Section 6.02 have been satisfied (or waived in accordance with Section 12.12)2.16.

(a). If, notwithstanding the use by the Credit Parties of commercially reasonable efforts to comply with clause (d)(iii) of this Section as it relates to creation or perfection of any security interest granted pursuant to any Credit Document (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code or the PPSA and (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant to the Credit Documents, other than equity securities of any entities acquired in the Specified Acquisition which The Borrower shall be delivered within forty-five (45) days following the delayed Draw Funding Date or such later date as notify the Administrative Agent may agree by telephone (confirmed by telecopy) of any prepayment hereunder (i) in writing the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the date of prepayment or (ii) in its sole discretion) the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Delayed Draw Funding Datedate of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, such requirements are not satisfied as the Class and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Delayed Draw Funding DateCommitments as contemplated by Section 2.08, then the satisfaction such notice of prepayment may be revoked if such requirements shall not be a condition to the availability notice of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and in any event, with respect to the execution and delivery of joinder and security documents with respect to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date or, in each case, such later date as the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein to the contrary, the Lenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans on the Delayed Draw Funding Date shall be subject only to the conditions in this Section 6.02 having been satisfied (or waived termination is revoked in accordance with Section 12.12)2.08. For clarification purposes and notwithstanding anything Promptly following receipt of any such notice relating to the contrary contained in this Agreementa Borrowing, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Lender Borrowing shall be entitled in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of (i) a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, and (aii) terminate any of its Commitments under this Agreement to provide the Delayed Draw a Term Loan or Limited Condition Revolving Loans, (b) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under Borrowing shall be applied ratably to the Credit Documents or otherwise it may haveTerm Loans included in the prepaid Term Loan Borrowing, in each the case of this clause (ii), in such order of application as directed by the Borrower. Prepayments shall be made without premium or penalty but shall be accompanied by (i) accrued interest to the extent required by Section 2.12 and (ii) break funding payments pursuant to do so would preventSection 2.15, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding Date, (c) refuse to participate in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this Section 6.02 have been satisfied (or waived in accordance with Section 12.12)if any.

(a). If, notwithstanding the use by the Credit Parties of commercially reasonable efforts to comply with clause (d)(iii) of this Section as it relates to creation or perfection of any security interest granted pursuant to any Credit Document (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code or the PPSA and (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant to the Credit Documents, other than equity securities of any entities acquired in the Specified Acquisition which The Borrower shall be delivered within forty-five (45) days following the delayed Draw Funding Date or such later date as notify the Administrative Agent may agree (and, in writing the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by electronic communication) of any prepayment hereunder (i) in its sole discretionthe case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) on or not later than 11:00 a.m. Local Time, four Business Days (in the Delayed Draw Funding Date, such requirements are not satisfied as case of the Delayed Draw Funding Date, then the satisfaction of such requirements shall not be a condition to the availability of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and Eurocurrency Borrowing denominated in any event, with respect to the execution and delivery of joinder and security documents with respect to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date ora Foreign Currency), in each casecase before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing or a Swingline Borrowing, not later than 2:00 p.m., New York City time, on the date of prepayment. Each such later date as notice shall be irrevocable and shall specify the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein to the contraryprepayment date, the Lenders’ obligation principal amount of each Borrowing or portion thereof to make be prepaid and, in the Delayed Draw Term Loan and any Limited Condition case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Loans on the Delayed Draw Funding Date shall Commitments as contemplated by Section 2.09, then such notice of prepayment may be subject only to the conditions in this Section 6.02 having been satisfied (or waived revoked if such notice of termination is revoked in accordance with Section 12.122.09. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans). For clarification purposes and notwithstanding anything to the contrary contained in this Agreement, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor shall advise the Lenders of the contents thereof. Each partial prepayment of any Lender Borrowing shall be entitled in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except: (i) as necessary to apply fully the required amount of a mandatory prepayment; (aii) terminate ABR Loans may be prepaid in minimum amounts equal to $50,000 or the outstanding principal amount of such Loans; and (iii) Swingline Loans may be prepaid in any amount. Each prepayment of its Commitments under this Agreement a Borrowing shall be applied ratably to provide the Delayed Draw Term Loan or Limited Condition Revolving Loans, Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (bi) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it may have, in each case accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding Date, (c) refuse to participate in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this Section 6.02 have been satisfied (or waived in accordance with Section 12.12)2.16.

(a). IfThe Lead Borrower shall notify the Administrative Agent (and, notwithstanding in the use case of prepayment of a Swingline Loan, the Swingline Lender) by the Credit Parties written notice (promptly followed by telephonic confirmation of commercially reasonable efforts to comply with clause (d)(iiisuch request) of this Section as it relates to creation or perfection any prepayment hereunder (i) in the case of any security interest granted pursuant to any Credit Document prepayment of a Borrowing (other than security interests that may be perfected by an ABR Borrowing or a Daily SOFR Loan), not later than 11:00 a.m., Local Time, three (x3) the filing of a financing statement under the Uniform Commercial Code or the PPSA and Business Days (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant to the Credit Documents, other than equity securities of any entities acquired in the Specified Acquisition which shall be delivered within forty-five (45) days following the delayed Draw Funding Date or such later date shorter period of time as the Administrative Agent may agree agree) before the date of prepayment, (ii) in writing in its sole discretion) the case of prepayment of an ABR Borrowing or a Daily SOFR Loan, not later than 11:00 a.m., New York City time, on the Delayed Draw Funding Datedate of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 pm, New York City time, on the date of prepayment. Each such requirements are not satisfied as notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Delayed Draw Funding DateCommitments as contemplated by Section 2.09, then the satisfaction such notice of prepayment may be revoked if such requirements shall not be a condition to the availability notice of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and in any event, with respect to the execution and delivery of joinder and security documents with respect to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date or, in each case, such later date as the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein to the contrary, the Lenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans on the Delayed Draw Funding Date shall be subject only to the conditions in this Section 6.02 having been satisfied (or waived termination is revoked in accordance with Section 12.12)2.09 not later than 1:00 pm, New York City time, at least one Business Day prior to such date of prepayment. For clarification purposes and notwithstanding anything Promptly following receipt of any such notice relating to the contrary contained in this Agreementa Borrowing, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor shall advise the Lenders of the contents thereof. Each partial prepayment of any Lender Borrowing shall be entitled in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to (a) terminate any the Revolving Loans included in the prepaid Revolving Borrowing, each voluntary prepayment of its Commitments under this Agreement to provide the Delayed Draw a Term Loan or Limited Condition Revolving Loans, Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Lead Borrower. Prepayments shall be accompanied by (bi) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it may have, in each case accrued interest to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding Date, required by Section 2.13 and (cii) refuse to participate in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when any break funding payments required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this by Section 6.02 have been satisfied (or waived in accordance with Section 12.12)2.16.

(a). IfIf a Transferring Stockholder wishes to Transfer Stock, notwithstanding the use Transferring Stockholder shall deliver a written notice (an "OFFER NOTICE") to the other Stockholders. The Offer Notice shall disclose in reasonable detail the identity of the prospective transferee(s), the proposed number of shares of Stock to be transferred and the proposed terms and conditions of such Transfer. The Investor may elect to purchase some or all of the shares of Stock specified in the Offer Notice at a price and on the terms specified therein by delivering written notice of such election (the "INVESTOR NOTICE") to the Transferring Stockholder and the other Stockholders as soon as practicable but in any event within 60 days after delivery of the Offer Notice. If the Investor elects not to purchase all such shares, then each other Stockholder (each, a "PARTICIPATING STOCKHOLDER") may elect to purchase up to its Pro Rata Share (as defined below) of the shares of Stock specified in the Offer Notice at a price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder and the other Stockholders as soon as practicable but in any event within 20 days after receipt of an Investor Notice stating that the Investor has elected not to purchase all such shares. Any shares not elected to be purchased by the Credit Parties end of commercially reasonable efforts to comply with clause (d)(iii) of this Section as it relates to creation or perfection of any security interest granted pursuant to any Credit Document (other than security interests that may such 20-day period shall be perfected by (x) the filing of a financing statement under the Uniform Commercial Code or the PPSA and (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant reoffered to the Credit DocumentsParticipating Stockholders on a pro rata basis based upon the number of shares held by the Participating Stockholders for a ten-day period by written notice from the Transferring Stockholder to the Participating Stockholders who have elected to purchase their Pro Rata Shares. If the Investor or any Stockholders have elected to purchase shares from the Transferring Stockholder, other than equity securities the transfer of any entities acquired in the Specified Acquisition which such shares shall be delivered within forty-five (45) days following the delayed Draw Funding Date or such later date consummated as the Administrative Agent may agree in writing in its sole discretion) on the Delayed Draw Funding Date, such requirements are not satisfied as of the Delayed Draw Funding Date, then the satisfaction of such requirements shall not be a condition to the availability of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly soon as practicable after the Delayed Draw Funding Date and delivery of the election notices, but in any eventevent within 30 days after the expiration of the last applicable election period. To the extent that the Investor and the other Stockholders have not elected to purchase all of the shares specified in the Offer Notice, with respect the Transferring Stockholder may, within 90 days after the expiration of the last applicable election period, transfer such shares to the execution transferees identified in the Offer Notice at a price no less than the price per share specified in the Offer Notice and delivery of joinder and security documents with respect on other terms no more favorable to the Target, within forty-five (45transferee(s) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date or, in each case, such later date as the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein than offered to the contrary, other Stockholders in the Lenders’ obligation to make the Delayed Draw Term Loan and Offer Notice. The purchase price specified in any Limited Condition Revolving Loans on the Delayed Draw Funding Date Offer Notice shall be subject only to payable solely in cash or marketable securities at the conditions closing of the transaction or in this Section 6.02 having been satisfied (or waived in accordance with Section 12.12). For clarification purposes and notwithstanding anything to the contrary contained in this Agreement, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor any Lender shall be entitled to (a) terminate any of its Commitments under this Agreement to provide the Delayed Draw Term Loan or Limited Condition Revolving Loans, installments over time. (b) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under The Investor shall only Transfer Stock prior to the Credit Documents or otherwise it may haveInitial Public Offering, in each case compliance with the provisions of this Section 3.02(b). If the Investor wishes to Transfer Stock, the Investor shall deliver a written notice (an "INVESTOR OFFER NOTICE") to the extent to do so would prevent, limit or delay other Stockholders (the making "OTHER STOCKHOLDERS"). The Investor Offer Notice shall disclose in reasonable detail the identity of the Delayed Draw Term Loan or Limited Condition Revolving Loans prospective transferee(s), the proposed number of shares of the Stock to be transferred and the proposed terms and conditions of such Transfer. Each of the Other Stockholders may elect to purchase up to its Pro Rata Share of the Stock specified in the Investor Offer Notice at a price and on the Delayed Draw Funding Date, (c) refuse terms specified therein by delivering written notice of such election to participate the Investor as soon as practicable but in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of its portion event within 20 days after delivery of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder Investor Offer Notice. If any Other Stockholder elects not to purchase its Pro Rata Share of the Stock (a "DECLINING Stockholder"), then the Investor shall deliver to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this Section 6.02 have been satisfied (or waived in accordance with Section 12.12).Other Stockholders who

(a). IfEach mandatory prepayment made by an Applicable Borrower on the principal amount of its Loans shall be applied in accordance with Section 2.6(b); provided, notwithstanding the use that prepayments made pursuant to Section 2.14 shall be applied in accordance with such Section. All payments (including prepayments) to be made by the Credit Parties Borrowers on account of commercially reasonable efforts principal, interest and fees shall be made without defense, set-off or counterclaim and shall be made to comply with clause the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified in Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (d)(iiiNew York City time) of this Section on the date when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as it relates to creation or perfection of received. If any security interest granted pursuant to any Credit Document payment hereunder (other than security interests that may payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be perfected by (x) the filing of a financing statement under the Uniform Commercial Code or the PPSA and (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant extended to the Credit Documentsnext succeeding Business Day, other than equity securities of any entities acquired in the Specified Acquisition which shall be delivered within forty-five (45) days following the delayed Draw Funding Date or such later date as the Administrative Agent may agree in writing in its sole discretion) on the Delayed Draw Funding Date, such requirements are not satisfied as of the Delayed Draw Funding Date, then the satisfaction of such requirements shall not be a condition to the availability of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and in any eventand, with respect to payments of principal, interest thereon shall be payable at the execution then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and delivery of joinder and security documents with respect payable on a day other than a Business Day, the maturity thereof shall be extended to the Target, within forty-five (45) days following next succeeding Business Day unless the Delayed Draw Funding Date, and with respect result of such extension would be to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date orextend such payment into another calendar month, in each case, which event such later date as payment shall be made on the Administrative Agent may agree in writing in its sole discretion)immediately preceding Business Day. Notwithstanding anything herein to the contrary, the Lenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans on the Delayed Draw Funding Date shall be subject only to the conditions in this Section 6.02 having been satisfied (or waived in accordance with Section 12.12). For clarification purposes and notwithstanding anything to the contrary contained in herein, the provisions of this Agreement, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor any Lender Section 2.10(a) shall be entitled subject to (a) terminate any the express provisions of its Commitments under this Agreement to provide the Delayed Draw Term Loan or Limited Condition Revolving Loans, which (bi) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it may have, in each case to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding Date, (c) refuse to participate in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when required to do so under any Credit Documentrequire, or permit, differing payments to be made to Lenders which are not Defaulting Lenders as opposed to Defaulting Lenders and (dii) exercise any right of set-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder permit different payments to the extent be made to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this Removed Lenders pursuant to Section 6.02 have been satisfied (or waived in accordance with Section 12.122.22(b)(B).

(a). IfEach mandatory prepayment made by an Applicable Borrower on the principal amount of its Loans shall be applied in accordance with Section 2.6(b); provided, notwithstanding the use that prepayments made pursuant to Section 2.14 shall be applied in accordance with such Section. All payments (including prepayments) to be made by the Credit Parties Borrowers on account of commercially reasonable efforts principal, interest and fees shall be made without defense, set-off or counterclaim and shall be made to comply with clause the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified in Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (d)(iiiNew York City time) of this Section on the date when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as it relates to creation or perfection of received. If any security interest granted pursuant to any Credit Document payment hereunder (other than security interests that may payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be perfected by (x) the filing of a financing statement under the Uniform Commercial Code or the PPSA and (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant extended to the Credit Documentsnext succeeding Business Day, other than equity securities of any entities acquired in the Specified Acquisition which shall be delivered within forty-five (45) days following the delayed Draw Funding Date or such later date as the Administrative Agent may agree in writing in its sole discretion) on the Delayed Draw Funding Date, such requirements are not satisfied as of the Delayed Draw Funding Date, then the satisfaction of such requirements shall not be a condition to the availability of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and in any eventand, with respect to payments of principal, interest thereon shall be payable at the execution then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and delivery of joinder and security documents with respect payable on a day other than a Business Day, the maturity thereof shall be extended to the Target, within forty-five (45) days following next succeeding Business Day unless the Delayed Draw Funding Date, and with respect result of such extension would be to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date orextend such payment into another calendar month, in each case, which event such later date as payment shall be made on the Administrative Agent may agree in writing in its sole discretion)immediately preceding Business Day. Notwithstanding anything herein to the contrary, the Lenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans on the Delayed Draw Funding Date shall be subject only to the conditions in this Section 6.02 having been satisfied (or waived in accordance with Section 12.12). For clarification purposes and notwithstanding anything to the contrary contained in herein, the provisions of this Agreement, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor any Lender Section 2.10(a) shall be entitled subject to (a) terminate any the express provisions of its Commitments under this Agreement which (i) require, or permit, differing payments to provide the Delayed Draw Term Loan or Limited Condition Revolving Loansbe made to Lenders which are not Defaulting Lenders as opposed to Defaulting Lenders, (bii) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it may have, in each case permit different payments to the extent be made to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding DateRemoved Lenders pursuant to Section 2.22(b)(B), (ciii) refuse require commitment reductions to participate in making the Delayed Draw Term Loan or Limited Condition be made with respect to Non-Extended Revolving Loans when required Commitments of Non-Extended Revolving Lenders pursuant to do so under any Credit Document, or 2.5(d) and (div) exercise any right of setrequire differing payments to be made to Lenders which are Non-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Extended Revolving Loans thereunder Lenders as opposed to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Extended Revolving Loans; provided that, in each case, the conditions in this Section 6.02 have been satisfied Lenders (or waived in accordance with Section 12.12and vice versa).

(a). If, notwithstanding the use by the Credit Parties of commercially reasonable efforts to comply with clause (d)(iii) of this Section as it relates to creation or perfection of any security interest granted pursuant to any Credit Document (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code or the PPSA and (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant to the Credit Documents, other than equity securities of any entities acquired in the Specified Acquisition which The Borrower shall be delivered within forty-five (45) days following the delayed Draw Funding Date or such later date as notify the Administrative Agent may agree by written notice of any prepayment hereunder (i) in writing the case of prepayment of a Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in its sole discretion) on the Delayed Draw Funding Datecase of prepayment of an RFR Borrowing, such requirements are not satisfied as of the Delayed Draw Funding Datelater than 11:00 a.m., then the satisfaction of such requirements shall not be a condition to the availability of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and in any eventNew York City time, with respect to the execution and delivery of joinder and security documents with respect to the Target, within forty-five (455) days following Business Days before the Delayed Draw Funding Datedate of prepayment or (iii) in the case of prepayment of an ABR Borrowing, and with respect to all other filings and deliveriesnot later than 11:00 a.m., within ninety New York City time, one (901) days following Business Day before the Delayed Draw Funding Date or, date of prepayment (in each case, or such later time as approved by the Administrative Agent). Each such notice shall be irrevocable and shall specify the prepayment date as and the principal amount of each Borrowing or portion thereof to be prepaid; provided that any notice of prepayment of the Loans may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture) or the consummation of any other transaction or event, in which case such notice may be revoked or extended by the Borrower (by notice to the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein on or prior to the contraryspecified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Lenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans on the Delayed Draw Funding Date shall be subject only to the conditions in this Section 6.02 having been satisfied (or waived in accordance with Section 12.12). For clarification purposes and notwithstanding anything to the contrary contained in this Agreement, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor shall advise the Lenders of the contents thereof. Each partial prepayment of any Lender Borrowing shall be entitled in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Revolving Borrowing shall be applied ratably to (a) terminate any of its Commitments under this Agreement to provide the Delayed Draw Term Loan or Limited Condition Revolving Loans, and each mandatory prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans. Prepayments shall be accompanied by (bi) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it may have, in each case accrued interest to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding Date, required by Section 2.13 and (cii) refuse to participate in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when any break funding payments required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this by Section 6.02 have been satisfied (or waived in accordance with Section 12.12)2.16.

(a). If, notwithstanding In the use by the Credit Parties of commercially reasonable efforts to comply with clause (d)(iii) of this Section as it relates to creation or perfection of any security interest granted pursuant to any Credit Document (other than security interests that may be perfected by (x) the filing case of a financing statement under Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the Uniform Commercial Code or the PPSA and (y) the delivery amount of certificates evidencing the equity securities required its Loan available to be pledged pursuant to the Credit Documents, other than equity securities of any entities acquired in the Specified Acquisition which shall be delivered within forty-five (45) days following the delayed Draw Funding Date or such later date as the Administrative Agent may agree in writing immediately available funds at the Administrative Agent’s Office not later than 2:00 p.m. on the Business Day specified in its sole discretionthe applicable Borrowing Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (or, if such Borrowing is to be made (i) on the Initial Closing Date, Section 4.01 or (ii) on the Delayed Draw Funding Closing Date, Section 4.02), the Administrative Agent shall make all funds so received available to the Borrowers in like funds as received by the Administrative Agent by wire transfer of such requirements funds to an account designated by the Borrowers in writing, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrowers; provided, however, that if, on the date the Borrowing Notice with respect to any Revolving Credit Borrowing is given by the Borrowers, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and, second, shall be made available to the Borrowers as provided above. Except as otherwise provided herein, a Eurodollar Rate Loan may be continued upon the expiration of any applicable Interest Period or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders. During the existence of a Default that is not satisfied an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, unless converted to or continued as Eurodollar Rate Loans with Interest Periods of one month. The Administrative Agent shall promptly notify the Borrowers and the Lenders (in writing or by facsimile, email or other electronic communication) of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. After giving effect to the Term Borrowing, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effect. The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. Anything in this Section 2.02 to the contrary notwithstanding, the Borrowers may not select Eurodollar Rate for the initial Credit Extension hereunder (unless the Borrowers have executed and delivered to the Administrative Agent a Eurodollar Rate indemnity letter in form and substance reasonably satisfactory to the Administrative Agent) or for any Borrowing if the obligation of the Appropriate Lenders to make Eurodollar Rate Loans shall then be suspended pursuant to Section 3.02 or 3.03. Notwithstanding anything to the contrary herein, on the Delayed Draw Funding DateClosing Date and immediately after giving effect to the Delayed Draw Term Borrowing, all Delayed Draw Term Loans advanced on such date shall be automatically (and without further action) proportionately added to (and thereafter be deemed to constitute a part of) each then existing Borrowing of the satisfaction Term Loans (it being understood that each Delayed Draw Term Loan so added to a Borrowing of Initial Term Loans shall for all purposes bear interest at the rate otherwise applicable to the Borrowing of Term Loans to which such amounts were added but only from and after such date, and provided that the Interest Period applicable to the portion of such requirements Delayed Draw Term Loan so added shall not be a condition deemed to commence on the availability date of the Borrowing of such Delayed Draw Term Loan and shall end upon the Limited Condition Revolving Loans on expiration of the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and in any event, with respect Interest Period then applicable to the execution and delivery Borrowing of joinder and security documents with respect Term Loans to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date or, in each case, which such later date as the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein to the contrary, the Lenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans on the Delayed Draw Funding Date shall be subject only to the conditions in this Section 6.02 having been satisfied (or waived in accordance with Section 12.12). For clarification purposes and notwithstanding anything to the contrary contained in this Agreement, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor any Lender shall be entitled to (a) terminate any of its Commitments under this Agreement to provide the Delayed Draw Term Loan or Limited Condition Revolving Loans, (b) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it may have, in each case to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding Date, (c) refuse to participate in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this Section 6.02 have been satisfied (or waived in accordance with Section 12.12)was added.

(a). If, notwithstanding the use by the Credit Parties of commercially reasonable efforts to comply with clause (d)(iii) of this Section as it relates to creation or perfection of any security interest granted pursuant to any Credit Document (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code or the PPSA and (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant to the Credit Documents, other than equity securities of any entities acquired in the Specified Acquisition which The Borrower shall be delivered within forty-five (45) days following the delayed Draw Funding Date or such later date as notify the Administrative Agent may agree by written notice of any prepayment hereunder (i) in writing the case of prepayment of a Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in its sole discretionthe case of prepayment of an RFR Borrowing, not later than 11:00 a.m., New York City time, three (3) on Business Days before the Delayed Draw Funding Datedate of prepayment or (iii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such requirements are not satisfied as notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that any notice of prepayment of the Delayed Draw Funding Date, then Loans may state that such notice is conditioned upon the satisfaction effectiveness of such requirements shall not be a condition to the availability of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and in any event, with respect to the execution and delivery of joinder and security documents with respect to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date orcredit facilities, in each case, which case such later date as notice may be revoked by the Borrower (by notice to the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein on or prior to the contraryspecified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Lenders’ obligation to make Administrative Agent shall advise the Delayed Draw Term Loan and Lenders of the contents thereof. Each partial prepayment of any Limited Condition Revolving Loans on the Delayed Draw Funding Date Borrowing shall be subject only in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Borrowing shall be applied ratably to the conditions Loans included in this Section 6.02 having been satisfied (or waived the prepaid Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Borrowing shall be applied in accordance with Section 12.122.11(f). For clarification purposes and notwithstanding anything to the contrary contained in this Agreement, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor any Lender Prepayments shall be entitled to accompanied by (ai) terminate any of its Commitments under this Agreement to provide the Delayed Draw Term Loan or Limited Condition Revolving Loans, (b) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it may have, in each case accrued interest to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding Date, required by Section 2.13 and (cii) refuse to participate in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when any break funding payments required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this by Section 6.02 have been satisfied (or waived in accordance with Section 12.12)2.16.

(a). If, notwithstanding the use by the Credit Parties of commercially reasonable efforts to comply with clause (d)(iii) of this Section as it relates to creation or perfection of any security interest granted pursuant to any Credit Document (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code or the PPSA and (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant to the Credit Documents, other than equity securities of any entities acquired in the Specified Acquisition which The Borrower shall be delivered within forty-five (45) days following the delayed Draw Funding Date or such later date as notify the Administrative Agent may agree (and, in writing the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in its sole discretionthe case of prepayment of a Eurocurrency Revolving Borrowing, not later than 11:00 a.m., Local Time, three (3) on Business Days (in the Delayed Draw Funding Date, such requirements are not satisfied as case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the Delayed Draw Funding Date, then the satisfaction case of such requirements shall not be a condition to the availability of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and Eurocurrency Borrowing denominated in any event, with respect to the execution and delivery of joinder and security documents with respect to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date ora Foreign Currency), in each casecase before the date of prepayment, such (ii) in the case of prepayment of an ABR Revolving Borrowing, not later date as the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein to the contrarythan 11:00 a.m., the Lenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans New York City time, on the Delayed Draw Funding Date date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be subject only irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of reduction or termination of the conditions in this Commitments as contemplated by Section 6.02 having been satisfied (2.09, then such notice of prepayment may be revoked if such notice of reduction or waived termination is revoked in accordance with Section 12.12)2.09. For clarification purposes and notwithstanding anything Promptly following receipt of any such notice relating to the contrary contained in this Agreementa Revolving Borrowing, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor shall advise the Lenders of the contents thereof. Each partial prepayment of any Lender Revolving Borrowing shall be entitled in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (ai) terminate any of its Commitments under this Agreement to provide the Delayed Draw Term Loan or Limited Condition Revolving Loans, (b) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it may have, in each case accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding Date, (c) refuse to participate in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this Section 6.02 have been satisfied (or waived in accordance with Section 12.12)2.16.

(a). IfAt any time prior to the 25th Scheduled Trading Day prior to the Maturity Date, notwithstanding if the use by Company has not made the Credit Parties of commercially reasonable efforts Net Share Settlement Election, the Company may deliver a one-time Consideration Notice to comply with the Holders designating the settlement method (clause (d)(iiii), (ii) or (iii) of Section 12.02(a) or, if the Company has made the Net Share Settlement Election, clause (iii) of Section 12.02(a)) for all conversions that occur on or after the 25th Scheduled Trading Day prior to such Maturity Date. If the Consideration Notice designates settlement pursuant to clause (iii) of Section 12.02(a), it will state the Specified Dollar Amount. For conversions that occur on or after the 25th Scheduled Trading Day prior to the Maturity Date, if the Company has not delivered the one-time Consideration Notice referred to in this Section 12.02(b) and has not made the Net Share Settlement Election, conversion of the Securities will be settled as it relates though the Company had made the Net Share Settlement Election with a Specified Dollar Amount equal to creation or perfection the Accreted Principal Amount of such Securities as of the Maturity Date of the Securities. At any security interest granted time prior to the 25th Scheduled Trading Day prior to the Maturity Date, the Company may deliver a one-time irrevocable notice to the Holders electing to settle all conversions of the Securities from the date of such notice pursuant to any Credit Document clause (other than security interests that may be perfected by iii) of Section 12.02(a) (x) the filing “Net Share Settlement Election”). If the Company has made the Net Share Settlement Election, the notice of a financing statement under the Uniform Commercial Code or the PPSA and (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant to the Credit Documents, other than equity securities of any entities acquired in such Net Share Settlement Election shall state the Specified Acquisition Dollar Amount applicable to all conversions of such Securities, which shall be delivered within forty-five (45) days following equal to the delayed Draw Funding Date or Accreted Principal Amount of such later date as the Administrative Agent may agree in writing in its sole discretion) on the Delayed Draw Funding Date, such requirements are not satisfied Securities as of the Delayed Draw Funding Conversion Date; provided, then however that the satisfaction Specified Dollar Amount applicable to all conversions of such requirements shall not be a condition Securities converted on or after the 25th Scheduled Trading Day prior to the availability Maturity Date shall be the Accreted Principal Amount of such Securities as of the Delayed Draw Term Loan Maturity Date. The Net Share Settlement Election is in the sole discretion of the Company and does not require the Limited Condition Revolving Loans consent of any Holder. Upon making the Net Share Settlement Election, the Company promptly will issue a press release and post such information on its website, or otherwise publicly disclose such information, and will provide written notice to the Holders in the manner contemplated by this Indenture, including through the facilities of the Depository. The Company will settle all conversions by Holders converting on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable same Trading Day in the same manner. Except for all conversions that occur on or after the Delayed Draw Funding Date and in any event, with respect 25th Scheduled Trading Day prior to the execution and delivery of joinder and security documents with respect to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Maturity Date or, in each caseif earlier, such later date as after the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein to Company makes the contraryNet Share Settlement Election, the Lenders’ Company will have no obligation to make repay any Securities tendered for conversion on different Trading Days in the Delayed Draw Term Loan and any Limited Condition Revolving Loans on the Delayed Draw Funding Date shall be subject only to the conditions in this Section 6.02 having been satisfied (or waived in accordance with Section 12.12). For clarification purposes and notwithstanding anything to the contrary contained in this Agreement, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor any Lender shall be entitled to (a) terminate any of its Commitments under this Agreement to provide the Delayed Draw Term Loan or Limited Condition Revolving Loans, (b) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it may have, in each case to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding Date, (c) refuse to participate in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this Section 6.02 have been satisfied (or waived in accordance with Section 12.12)same manner.

(a). IfThe Borrower shall notify the Administrative Agent (and, notwithstanding in the use case of prepayment of a Swingline Loan, the Swingline Lender) by the Credit Parties of commercially reasonable efforts to comply with clause (d)(iii) of this Section as it relates to creation or perfection written notice of any security interest granted pursuant to any Credit Document prepayment hereunder (other than security interests that may be perfected by i) in the case of prepayment of (x) a Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the filing date of a financing statement under the Uniform Commercial Code prepayment or the PPSA and (y) an RFR Borrowing, not later than 11:00 a.m., New York City time, five (5) Business Days before the delivery date of certificates evidencing prepayment, (ii) in the equity securities required case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be pledged pursuant to the Credit Documentsprepaid; provided that, other than equity securities if a notice of any entities acquired prepayment is given in the Specified Acquisition which shall be delivered within forty-five (45) days following the delayed Draw Funding Date or such later date as the Administrative Agent may agree in writing in its sole discretion) on the Delayed Draw Funding Date, such requirements are not satisfied as connection with a conditional notice of termination of the Delayed Draw Funding DateCommitments as contemplated by Section 2.08, then the satisfaction such notice of prepayment may be revoked if such requirements shall not be a condition to the availability notice of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and in any event, with respect to the execution and delivery of joinder and security documents with respect to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date or, in each case, such later date as the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein to the contrary, the Lenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans on the Delayed Draw Funding Date shall be subject only to the conditions in this Section 6.02 having been satisfied (or waived termination is revoked in accordance with Section 12.12)2.08. For clarification purposes and notwithstanding anything Promptly following receipt of any such notice relating to the contrary contained in this Agreementa Borrowing, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor shall advise the Lenders of the contents thereof. Each partial prepayment of any Lender Borrowing shall be entitled in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing. Prepayments shall be accompanied by (ai) terminate any of its Commitments under this Agreement to provide the Delayed Draw Term Loan or Limited Condition Revolving Loans, (b) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it may have, in each case accrued interest to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding Date, required by Section 2.12 and (cii) refuse to participate in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when any break funding payments required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this by Section 6.02 have been satisfied (or waived in accordance with Section 12.12)2.15.

(a). If, notwithstanding the use by the Credit Parties of commercially reasonable efforts to comply with clause (d)(iii) of this Section as it relates to creation or perfection of any security interest granted pursuant to any Credit Document (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code or the PPSA and (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant to the Credit Documents, other than equity securities of any entities acquired in the Specified Acquisition which The Borrower shall be delivered within forty-five (45) days following the delayed Draw Funding Date or such later date as notify the Administrative Agent may agree (and, in writing the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in its sole discretionthe case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m. three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of a Base Rate Borrowing, not later than 11:00 a.m. one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 p.m. on the Delayed Draw Funding Datedate of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, such requirements are not satisfied as if a notice of prepayment is given in connection with a conditional notice of termination of the Delayed Draw Funding DateCommitments as contemplated by Section 2.08, then the satisfaction such notice of prepayment may be revoked if such requirements shall not be a condition to the availability notice of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and in any event, with respect to the execution and delivery of joinder and security documents with respect to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date or, in each case, such later date as the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein to the contrary, the Lenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans on the Delayed Draw Funding Date shall be subject only to the conditions in this Section 6.02 having been satisfied (or waived termination is revoked in accordance with Section 12.12)2.08. For clarification purposes and notwithstanding anything Promptly following receipt of any such notice relating to the contrary contained in this Agreementa Borrowing, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor shall advise the Lenders of the contents thereof. Each partial prepayment of any Lender Borrowing shall be entitled in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing. Prepayments shall be accompanied by (ai) terminate any of its Commitments under this Agreement to provide the Delayed Draw Term Loan or Limited Condition Revolving Loans, (b) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it may have, in each case accrued interest to the extent required by Section 2.12 and (ii) break funding payments pursuant to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding Date, (c) refuse to participate in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this Section 6.02 have been satisfied (or waived in accordance with Section 12.12)2.16.

(a). If, notwithstanding the use by the Credit Parties of commercially reasonable efforts to comply with clause (d)(iii) of this Section as it relates to creation or perfection of any security interest granted pursuant to any Credit Document (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code or the PPSA and (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant to the Credit Documents, other than equity securities of any entities acquired in the Specified Acquisition which The Borrower shall be delivered within forty-five (45) days following the delayed Draw Funding Date or such later date as notify the Administrative Agent may agree (and, in writing the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in its sole discretionthe case of prepayment of a Eurodollar Revolving Borrowing, not later than 12:00 p.m. three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of a Base Rate Borrowing, not later than 12:00 p.m. one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m. on the Delayed Draw Funding Datedate of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, such requirements are not satisfied as if a notice of prepayment is given in connection with a conditional notice of termination of the Delayed Draw Funding DateCommitments as contemplated by Section 2.08, then the satisfaction such notice of prepayment may be revoked if such requirements shall not be a condition to the availability notice of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and in any event, with respect to the execution and delivery of joinder and security documents with respect to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date or, in each case, such later date as the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein to the contrary, the Lenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans on the Delayed Draw Funding Date shall be subject only to the conditions in this Section 6.02 having been satisfied (or waived termination is revoked in accordance with Section 12.12)2.08. For clarification purposes and notwithstanding anything Promptly following receipt of any such notice relating to the contrary contained in this Agreementa Borrowing, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor shall advise the Lenders of the contents thereof. Each partial prepayment of any Lender Borrowing shall be entitled in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to (a) terminate any the Revolving Loans included in the prepaid Revolving Borrowing, each voluntary prepayment of its Commitments under this Agreement to provide the Delayed Draw a Term Loan or Limited Condition Revolving Loans, (b) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it may have, in each case Borrowing shall be applied ratably to the extent to do so would prevent, limit or delay Term Loans included in the making of the Delayed Draw prepaid Term Loan or Limited Condition Revolving Loans on Borrowing as directed by the Delayed Draw Funding DateBorrower or, (c) refuse to participate absent such direction, ratably in making accordance with the Delayed Draw then outstanding amounts thereof and each mandatory prepayment of a Term Loan or Limited Condition Revolving Loans when required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this Section 6.02 have been satisfied (or waived Borrowing shall be applied in accordance with Section 12.122.10(d). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.12 and (ii) break funding payments pursuant to Section 2.16.

(a). If, notwithstanding the use by the Credit Parties of commercially reasonable efforts to comply with clause (d)(iii) of this Section as it relates to creation or perfection of any security interest granted pursuant to any Credit Document (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code or the PPSA and (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant to the Credit Documents, other than equity securities of any entities acquired in the Specified Acquisition which shall be delivered within forty-five (45) days following the delayed delayedDelayed Draw Funding Date or such later date as the Administrative Agent may agree in writing in its sole discretion) on the Delayed Draw Funding Date, such requirements are not satisfied as of the Delayed Draw Funding Date, then the satisfaction of such requirements shall not be a condition to the availability of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and in any event, with respect to the execution and delivery of joinder and security documents with respect to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date or, in each case, such later date as the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein to the contrary, the Lenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans on the Delayed Draw Funding Date shall be subject only to the conditions in this Section 6.02 having been satisfied (or waived in accordance with Section 12.12). For clarification purposes and notwithstanding anything to the contrary contained in this Agreement, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor any Lender shall be entitled to (a) terminate any of its Commitments under this Agreement to provide the Delayed Draw Term Loan or Limited Condition Revolving Loans, (b) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it may have, in each case to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding Date, (c) refuse to participate in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this Section 6.02 have been satisfied (or waived in accordance with Section 12.12).

(a). If, notwithstanding the use by the Credit Parties of commercially reasonable efforts to comply with clause (d)(iii) of this Section as it relates to creation or perfection of any security interest granted pursuant to any Credit Document (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code or the PPSA and (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant to the Credit Documents, other than equity securities of any entities acquired in the Specified Acquisition which The Borrower shall be delivered within forty-five (45) days following the delayed Draw Funding Date or such later date as notify the Administrative Agent may agree (and, in writing in its sole discretionthe case of prepayment of a Swingline Loan, the Swingline Lender) on the Delayed Draw Funding Date, such requirements are not satisfied as of the Delayed Draw Funding Date, then the satisfaction by written notice (promptly followed by telephonic confirmation of such requirements shall request) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing, not be later than 12:00 noon, Local Time, three Business Days (in the case of a condition to Eurocurrency Borrowing denominated in Dollars) or four Business Days (in the availability case of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and a Eurocurrency Borrowing denominated in any event, with respect to the execution and delivery of joinder and security documents with respect to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date ora Foreign Currency), in each casecase before the date of prepayment, such (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 12:00 noon, New York City time, one (1) Business Day before the date as of prepayment or (iii) in the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein to the contrarycase of prepayment of a Swingline Loan, the Lenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans not later than 1:00 p.m., New York City time, on the Delayed Draw Funding Date date of prepayment. Each such notice shall be subject only irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the conditions in this Commitments as contemplated by Section 6.02 having been satisfied (or waived 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 12.12)2.09. For clarification purposes and notwithstanding anything Promptly following receipt of any such notice relating to the contrary contained in this Agreementa Revolving Borrowing, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor shall advise the Lenders of the contents thereof. Each partial prepayment of any Lender Revolving Borrowing shall be entitled in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (ai) terminate any of its Commitments under this Agreement to provide the Delayed Draw Term Loan or Limited Condition Revolving Loans, (b) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it may have, in each case accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding Date, (c) refuse to participate in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this Section 6.02 have been satisfied (or waived in accordance with Section 12.12)2.16.