Common use of Making the Term Loans Clause in Contracts

Making the Term Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is (x) 1 Business Day prior to the date of the proposed Initial Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Term Loan) and (y) on the date which is 15 Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Term Loan, (ii) whether such Term Loan requested is the Initial Term Loan or a Delayed Draw Term Loan, (iii) whether such Term Loan is requested to be a Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Term Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C B hereto (a “"Notice of Borrowing”")), not later than (i) with respect to the Term A Loan, 12:00 noon (New York City time) on the date which is three (x3) 1 Business Day Days prior to the date of the proposed Initial Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan) and (ii) with respect to the Delayed Draw Term Loan, 12:00 noon (New York City time) on the date which is ten (10) Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Term Loan) and (y) on the date which is 15 Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to timeLoan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to Delayed Draw Term LoanLoans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such Term Loan requested is the Initial Term Loan or a Delayed Draw Term Loan, (iii) whether such Term Loan is requested to be a Base Reference Rate Loan or a SOFR LIBOR Rate Loan and, in the case of a SOFR LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (viii) the proposed borrowing date, which must be a Business Day, Day and, with respect to in the Initial case of the Term A Loan, must be the Effective Date, and (viiv) the wiring instructions for the dispersal of such Term LoanAdministrative Borrower’s wire instructions. The Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Term the applicable Loan on behalf of the Borrowers applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Term Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in writing, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”))) or such other form approved by the Administrative Agent, not later than 12:00 noon 5:00 p.m. (New York City time) on the date which is (xi) 1 in the case of the Interim Term Loans, two (2) Business Day Days prior to the date Effective Date, subject to the entry of the proposed Initial Term Loan Interim Order, and (or such shorter period as iii) in the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date case of the proposed Final Term LoanLoans, two (2) and (y) on the date which is 15 Business Days prior to the date of the proposed Delayed Draw Term Loan funding thereof (or which such shorter period as funding date shall be no later than two (2) Business Days after the Administrative Agent is willing, in its sole discretion, to accommodate from time to timedate of entry of the Final Order). Such In the case of Roll-Up Loans, the Borrower shall be deemed to have given a Notice of Borrowing of such loans to be made on the date of entry of the Final Order and for such loans to be Reference Rate Loans. Any Notice of Borrowing for Interim Term Loans or Final Term Loans shall be irrevocable and shall specify (i) the principal amount of the such proposed Term Loan, (ii) whether such Term Loan is requested is the Initial to be an Interim Term Loan or a Delayed Draw Final Term Loan, (iii) whether that such Term Loan is requested to be a Base Reference Rate Loan or a SOFR Loan and(or, if agreed by the Lenders in the case of their sole discretion, a SOFR Loan, the Interest Period with respect thereto), (iv) the use of the proceeds of such proposed Interim Term LoanLoans or Final Term Loans, as applicable, which shall be, initially, to fund the Funding Account, and (v) the proposed borrowing date, which must be a Business Day, and, and with respect to the Initial Interim Term Loan, Loans must be the Effective Date, Date and with respect to the Final Term Loans must be not later than the second (vi2nd) Business Day following the wiring instructions for Bankruptcy Court’s entry of the dispersal of such Term LoanFinal Order. The Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Term Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C B hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is three (x3) 1 Business Day Days (or, in the case of any Delayed Draw Term Loan or Reborrowed Amount, ten (10) Business Day) prior to the date of the proposed Initial Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon p.m. (New York City time) on the borrowing date of the proposed Term Loan) and (y) on the date which is 15 Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Term Loan, (ii) whether such Term Loan requested is the Initial Term Loan or a Delayed Draw Term Loan, (iii) whether such Term Loan is requested to be a Base Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term LIBOR Rate Loan, (viii) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, Date and (viiv) the wiring instructions for information of the dispersal account of the Borrower to which the proceeds of such Term LoanLoan are to be disbursed. The Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Any Delayed Draw Term Loan shall be in an aggregate amount of at least $2,500,000 (except such minimum amount shall not apply when the Borrower draws all of the remaining Delayed Draw Term Loan Commitments available at such time) and there shall not be more than (x) four (4) borrowings of Delayed Draw Term Loans and (y) two (2) borrowings of the Reborrowed Amount.

Making the Term Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C B hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is three (x3) 1 Business Day Days (or, in the case of any Delayed Draw Term Loan or Reborrowed Amount, ten (10) Business Day) prior to the date of the proposed Initial Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon p.m. (New York City time) on the borrowing date of the proposed Term Loan) and (y) on the date which is 15 Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Term Loan, (ii) whether such Term Loan requested is the Initial Term Loan or a Delayed Draw Term Loan, (iii) whether such Term Loan is requested to be a Base Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (viii) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, Date and (viiv) the wiring instructions for information of the dispersal account of the Borrower to which the proceeds of such Term LoanLoan are to be disbursed. The Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof txxxxxx designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Any Delayed Draw Term Loan shall be in an aggregate amount of at least $2,500,000 (except such minimum amount shall not apply when the Borrower draws all of the remaining Delayed Draw Term Loan Commitments available at such time) and there shall not be more than (x) four (4) borrowings of Delayed Draw Term Loans and (y) two (2) borrowings of the Reborrowed Amount.

Making the Term Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C B hereto (a “"Notice of Borrowing”")), not later than (i) with respect to the Term A Loan, 12:00 noon (New York City time) on the date which is (x) 1 3 Business Day Days prior to the date of the proposed Initial Term A Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Term Loan) and (yii) with respect to the Delayed Draw Term Loan, 12:00 noon (New York City time) on the date which is 15 10 Business Days prior to the date of the proposed Delayed Draw Term A Loan (or such shorter period as the Administrative Agent is willing, in its sole discretion, willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Delayed Draw Term Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to Delayed Draw Term LoanLoans requested after the Effective Date, shall be in a minimum amount of not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of the Delayed Draw Term Loan Commitments), (ii) whether such Term Loan requested is the Initial Term Loan or a Delayed Draw Term Loan, (iii) whether such Term Loan is requested to be a Base Reference Rate Loan or a SOFR LIBOR Rate Loan and, in the case of a SOFR LIBOR Rate Loan, the initial Interest Period with respect thereto, and (iv) the use of the proceeds of such proposed Term Loan, (viii) the proposed borrowing date, which must be a Business Day, Day and, with respect to in the Initial case of the Term A Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Term the applicable Loan on behalf of the Borrowers applicable Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Term Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C B hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is three (x3) 1 Business Day Days (or, in the case of any Delayed Draw Term Loan, ten (10) Business Day) prior to the date of the proposed Initial Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon p.m. (New York City time) on the borrowing date of the proposed Term Loan) and (y) on the date which is 15 Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Term Loan, (ii) whether such Term Loan requested is the Initial Term Loan or a Delayed Draw Term Loan, (iii) whether such Term Loan is requested to be a Base Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (viii) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, Date and (viiv) the wiring instructions for information of the dispersal account of the Borrower to which the proceeds of such Term LoanLoan are to be disbursed. The Administrative Agent and the Lenders may act without liability upon the basis of written written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof xxxxxxx designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Any Delayed Draw Term Loan shall be in an aggregate amount of at least $5,000,000 (except such minimum amount shall not apply when the Borrower draws all of the remaining Delayed Draw Term Loan Commitments available at such time) and there shall not be more than two (2) borrowings of Delayed Draw Term Loans.

Making the Term Loans. (a) The Borrowing under Section 2.01 shall be made on notice, given (i) in the case of a Borrowing comprising SOFR Term Loans, not later than 11:00 A.M. (New York City time) on the third (3rd) U.S. Government Securities Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Base Rate Term Loans, not later than 1:00 P.M. (New York City time) on the date of the proposed Borrowing, by the Borrower to the Administrative Borrower Agent, which shall give the Administrative Agent prior written to each Lender prompt notice (in substantially the form thereof. Each such notice of Exhibit C hereto a Borrowing (a “Notice of Borrowing”))) shall be transmitted by facsimile or email in substantially the form of Exhibit A-1 hereto, not later than specifying therein the requested (A) date of such Borrowing, (B) Type of Term Loans to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) wire instructions of the Borrower, and (E) in the case of a Borrowing comprising SOFR Term Loans, initial Interest Period for such Term Loans. Each Lender shall, before (x) 12:00 noon (New York City time) on the date which is (x) 1 Business Day prior to the date of the proposed Initial Borrowing comprising SOFR Term Loan Loans, and (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon y) 3:00 P.M. (New York City time) on the borrowing date of the proposed Borrowing comprising Base Rate Term Loan) and (y) on Loans, make available for the date which is 15 Business Days prior account of its Lending Office to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willingat the Agent’s Account, in its sole discretionsame day funds, to accommodate from time to time)such Lender’s ratable portion of such Borrowing. Such Notice After the Administrative Agent’s receipt of Borrowing shall be irrevocable such funds and shall specify (i) the principal amount upon fulfillment of the proposed Term Loanapplicable conditions set forth in Article III, (ii) whether such Term Loan requested is the Initial Term Loan or a Delayed Draw Term Loan, (iii) whether such Term Loan is requested to be a Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower will make such funds available to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Borrower in such manner as the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders Borrower shall have no duty to verify specified in the authenticity of the signature appearing on any written applicable Notice of Borrowing.

Making the Term Loans. (a) The Each Borrowing shall be made on notice, given (x) not later than 11:00 a.m. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Loans and (y) not later than 12:00 p.m. (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, in each case by the Company to the Administrative Borrower Agent, which shall give the Administrative Agent prior written to each Bank prompt notice thereof in writing (in substantially the form which may be by e-mail). Each such notice of Exhibit C hereto a Borrowing (a “Notice of Borrowing”)) shall be delivered in writing (which may be by e-mail), not later than 12:00 noon in substantially the form of Exhibit A, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iv) in the case of a Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Term Loan and (v) whether such notice is conditioned on the occurrence of any event, and if so conditioned, a description of such event (it being understood that the Administrative Agent and the Banks shall be entitled to assume that the Term Loans contemplated by such Notice of Borrowing are to be made unless the Administrative Agent shall have received a written notice of revocation at any time prior to 9:00 a.m. (New York City time) on the date which is (x) 1 Business Day prior to the date of the proposed Initial Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to timeBorrowing). Each Bank shall, but in no event later than 12:00 noon before 11:00 a.m. (New York City time) on the borrowing date of such Borrowing, make available for the proposed Term Loan) and (y) on the date which is 15 Business Days prior account of its Applicable Lending Office to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willingat the Administrative Agent’s Account, in its sole discretionsame day funds, to accommodate from time to time)such Bank’s ratable portion of such Borrowing. Such Notice After the Administrative Agent’s receipt of Borrowing shall be irrevocable such funds and shall specify (i) the principal amount upon fulfillment of the proposed Term Loanapplicable conditions set forth in Section 5.02, (ii) whether such Term Loan requested is the Initial Term Loan or a Delayed Draw Term Loan, (iii) whether such Term Loan is requested to be a Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Administrative Agent in good faith will make such same day funds available to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from Company at the Administrative Borrower to Company’s account at the Administrative Agent). The Administrative Agent and each Lender shall be entitled ’s address referred to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowingin Section 10.02.

Making the Term Loans. (ai) The (A) Each Term Loan Borrowing shall be made on notice, given not later than 11:00 A.M. New York City time, on the third Business Day prior to the date of the proposed Borrowing, by the Borrower to the Administrative Borrower Agent, which shall give the Administrative Agent prior written to each appropriate Lender prompt notice (in substantially the form thereof by telecopier. Each such notice of Exhibit C hereto a Term Loan Borrowing (a “Notice of Borrowing”))) shall be by telephone, not later than 12:00 noon confirmed immediately in writing, in substantially the form of Exhibit B hereto, specifying therein the requested (I) date of such Term Loan Borrowing, (II) [reserved], (III) aggregate amount of such Term Loan Borrowing and (IV) the Interest Period for each such Term Loan. Each Lender shall, before 1:00 P.M. (New York City time) on the date which is (x) 1 Business Day prior of such Term Loan Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent, in the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Term Loan Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent, as applicable, will make such funds available to the Borrower at the Administrative Agent’s address set forth on Schedule 10.02. Notwithstanding anything to the contrary contained herein, each Lender at its option may make any Advance by causing any domestic or foreign branch or Affiliate of such Lender to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Advances in accordance with the terms of this Agreement and shall not cause the Borrower to incur as of the date of the proposed Initial Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Term Loan) and (y) on the date which is 15 Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Term Loan, (ii) whether such Term Loan requested is the Initial Term Loan or a Delayed Draw Term Loan, (iii) whether such Term Loan is requested to be a Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds exercise of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without option any greater liability upon the basis of written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (than it shall then have under Section 2.10 or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of BorrowingSection 2.14.

Making the Term Loans. (a) The Administrative Borrower Each Term Loan Borrowing under Section 2.01 shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”))be made on notice, given not later than 12:00 noon (New York City time) on the date which is (x) 1 12:00 noon on the third Business Day prior to the date of the proposed Initial Term Loan (Borrowing in the case of a Term Loan Borrowing consisting of Eurodollar Rate Advances or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Term Loan) and (y) 1:00 p.m. on the date which is 15 second Business Days Day prior to the date of the proposed Delayed Draw Term Loan Borrowing in the case of a Term Loan Borrowing consisting of Base Rate Advances, by the applicable Borrower to the Agent, which shall give to each Lender prompt notice thereof by email attachment or telecopier. Each such notice of a Term Loan Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, by email attachment or such shorter period as the Administrative Agent is willingby telecopier, in its sole discretionsubstantially the form of Exhibit A hereto, to accommodate from time to time)specifying therein the requested (i) date of such Term Loan Borrowing, (ii) Type of Term Loans comprising such Term Loan Borrowing, (iii) aggregate amount of such Term Loan Borrowing, and (iv) in the case of a Term Loan Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Term Loan Borrowing. Such Each Notice of Borrowing shall be irrevocable and shall specify (i) binding on the principal amount applicable Borrower. Each Term Lender shall, before 2:00 p.m. on the date of the proposed Term Loan, (ii) whether such Term Loan requested is Borrowing make available for the Initial account of its Applicable Lending Office to the Agent, in same day funds, such Term Loan or a Delayed Draw Lender’s ratable (in accordance with its Term Loan, (iiiCommitment) whether portion of such Term Loan is requested to be a Base Rate Loan or a SOFR Loan and, Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in the case of a SOFR LoanArticle IV, the Interest Period with respect thereto, (iv) the use of the proceeds of Agent will make such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect funds available to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of Borrower requesting such Term Loan. The Administrative Agent and Loan Borrowing at the Lenders may act without liability upon the basis of written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a address for Term Loan on behalf of the Borrowers until the Administrative Agent receives written notice Borrowings referred to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowingin Section 9.02.

Making the Term Loans. (a) The Each Borrowing under Section 2.01 shall be made on notice, given (i) in the case of a Borrowing comprising SOFR Term Loans, not later than 11:00 A.M. (New York City time) on the third (3rd) U.S. Government Securities Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Base Rate Term Loans, not later than 1:00 P.M. (New York City time) on the date of the proposed Borrowing, by the Borrower to the Administrative Borrower Agent, which shall give the Administrative Agent prior written to each Lender prompt notice (in substantially the form thereof. Each such notice of Exhibit C hereto a Borrowing (a “Notice of Borrowing”))) shall be transmitted by facsimile or email in substantially the form of Exhibit A-1 hereto, not later than specifying therein the requested (A) date of such Borrowing, (B) Type of Term Loans to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) wire instructions of the Borrower, and (E) in the case of a Borrowing comprising SOFR Term Loans, initial Interest Period for such Term Loans. Each Lender shall, before (x) 12:00 noon (New York City time) on the date which is (x) 1 Business Day prior to the date of the proposed Initial Borrowing comprising SOFR Term Loan Loans, and (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon y) 3:00 P.M. (New York City time) on the borrowing date of the proposed Borrowing comprising Base Rate Term Loan) and (y) on Loans, make available for the date which is 15 Business Days prior account of its Lending Office to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willingat the Agent’s Account, in its sole discretionsame day funds, to accommodate from time to time)such Lender’s ratable portion of such Borrowing. Such Notice After the Administrative Agent’s receipt of Borrowing shall be irrevocable such funds and shall specify (i) the principal amount upon fulfillment of the proposed Term Loanapplicable conditions set forth in Article III, (ii) whether such Term Loan requested is the Initial Term Loan or a Delayed Draw Term Loan, (iii) whether such Term Loan is requested to be a Base Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower will make such funds available to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Borrower in such manner as the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders Borrower shall have no duty to verify specified in the authenticity of the signature appearing on any written applicable Notice of Borrowing.

Making the Term Loans. (a) The Administrative Borrower Term Loans shall give the Administrative Agent prior be made upon written notice (in substantially form and substance satisfactory to the form of Exhibit C hereto (a “Agent, the "Notice of Borrowing”)"), not later than 12:00 noon (New York City time) on given by the date which is (x) 1 Business Day prior Borrower to the date of the proposed Initial Term Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later at least three and not more than 12:00 noon (New York City time) on the borrowing date of the proposed Term Loan) and (y) on the date which is 15 five Business Days prior to the date of the proposed Delayed Draw Term Loan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time)Borrowing Date. Such The Notice of Borrowing shall be irrevocable and shall specify (i) therein the principal amount proposed Borrowing Date, which shall be the Closing Date. Each Term Loan under this Credit Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the proposed Total Term LoanLoan Commitment, (ii) whether such it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Term Loan requested is hereunder, nor shall the Initial Term Loan Commitment of any Lender be increased or decreased as a Delayed Draw Term Loan, (iii) whether such result of the default by any other Lender in that other Lender's obligation to make its Term Loan is requested to be a Base Rate Loan or a SOFR Loan andhereunder, in the case of a SOFR Loan, the Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Term Loan, (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and (vi) the wiring instructions for the dispersal of such Term Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled obligated to rely conclusively on any Authorized Officer’s authority to request a make its Term Loan on behalf required to be made by it by the terms of this Credit Agreement regardless of the Borrowers until failure by any other Lender. Upon fulfillment of the Administrative Agent receives written notice to applicable conditions set forth in Section 5 hereof (or the contrary. The Administrative waiver thereof by the Agent and the Lenders as herein prescribed), each Lender shall have no duty make its Term Loan to verify be made by it hereunder on the authenticity Closing Date by wire transfer of immediately available funds by 2:00 p.m., New York City time, to the Agent's Account. The Agent will make the proceeds of the signature appearing on any written Notice Term Loans available to the Borrower in same day funds at the Agent's office at 1251 Avenue of Borrowingthe Americas, New York, NY 10020, or at such other pxxxx xx xxx Xxxxx xxxxx xxxxxxxxx xx xxxxxxx xx the Borrower.