Common use of Borrowing Mechanics for Term Loans Clause in Contracts

Borrowing Mechanics for Term Loans. (i) Lead Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Term Loan available to Administrative Agent not later than noon (New York time) on the Closing Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead Borrower.

Borrowing Mechanics for Term Loans. (i) Lead Each Term Loan shall be made as part of a Borrowing consisting of Term Loans of the same Class and Type made by the Lenders of such Class proportionately to their applicable Pro Rata Shares. At the commencement of each Interest Period for any Eurodollar Rate Term Borrowing, such Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess of such amount; provided that a Eurodollar Rate Term Borrowing that results from a continuation of an outstanding Eurodollar Rate Term Borrowing may be in an aggregate amount that is equal to the amount of such outstanding Borrowing. (ii) To request a Term Borrowing, the Borrower shall deliver to the Administrative Agent a fully completed and executed Funding Notice no later than (A) if such Funding Notice requests in the case of a LIBOR Eurodollar Rate LoanTerm Borrowing, not later than 1:00 p.m. (New York City time) at least three (3) Business Days prior in advance of the proposed Credit Date (which shall be a Business Day) (or, in the case of a Tranche B Term Borrowing, such shorter period as may be acceptable to the Closing Date or Administrative Agent) and (B) if such Funding Notice requests in the case of a Base Rate LoanTerm Borrowing, two not later than 1:00 p.m. (2New York City time) on the proposed Credit Date (which shall be a Business Days prior to the Closing Date, Day) (or, in each case, with respect to any Borrowing of Incremental Term Loans or Refinancing Term Loans, not later than such later date other time as shall be specified therefor in the applicable Incremental Facility Agreement or Refinancing Facility Agreement). Promptly upon receipt by the Administrative Agent may agreeof a Funding Notice in accordance with this paragraph, the Administrative Agent shall notify each Term Lender of the applicable Class of the details thereof and of the amount of such Lender’s Term Loan to be made as part of the requested Term Borrowing. Except as otherwise provided herein, Following delivery of a Funding Notice for a Eurodollar Rate Term Loan that is a LIBOR Rate Loan Borrowing, any failure to make such Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound subject to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative AgentSection 2.17(c), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (iiiii) Each Lender shall make its the principal amount of each Term Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than noon 2:00 p.m. (New York City time) on such Credit Date (or, with respect to any Borrowing of Incremental Term Loans or Refinancing Term Loans, not later than such other time as shall be specified therefor in the Closing Date, applicable Incremental Facility Agreement or Refinancing Facility Agreement) by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver Dollars to the account of the conditions precedent specified herein, Administrative Agent shall most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make the proceeds of the each such Term Loans Loan available to Lead the Borrower by promptly remitting the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Dateamounts so received, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Datelike funds, to the account of Lead specified by the Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead Borrowerthe applicable Funding Notice.

Borrowing Mechanics for Term Loans. (i) Lead the Borrower shall deliver to the Administrative Agent a fully executed Funding Borrowing Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing ClosingRestatement Effective Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by the Administrative Agent of such Funding Borrowing Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each EachExcept as otherwise set forth in Amendment No. 3 with respect to Lenders that have elected a cashless rollover of term loans under the Existing Credit Agreement (which cashless rollover shall occur on the Restatement Effective Date on the terms and conditions set forth in Amendment No. 3), each Lender shall make its Tranche BRestatement Effective Date Term Loan available to the Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing ClosingRestatement Effective Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by the Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Restatement Effective Date Term Loans available to Lead the Borrower by the close of business on the Closing ClosingRestatement Effective Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead the Borrower at Administrative Agent’s the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by Lead the Borrower.

Borrowing Mechanics for Term Loans. (ia) Lead Borrower Borrowers shall deliver to Administrative Agent a fully executed Funding Notice no later than (Ai) if such Funding Notice requests a LIBOR Rate Loanin the case of Initial Term Loans, three (3) one Business Days Day prior to the Closing Date or (Bii) if such Funding Notice requests in the case of any borrowing of Delayed Draw Term Loans, at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of any such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders . (Ab) may act without liability upon Notice of receipt of each Funding Notice in respect of Delayed Draw Term Loans, together with the basis amount of writteneach Lender’s Pro Rata Share thereof, facsimileif any, or telephonic notice believed together with the applicable interest rate, shall be provided by Administrative Agent in good faith to be from Lead Borrower each applicable Lender by telefacsimile with reasonable promptness, but (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to provided Administrative Agent shall have received such notice by 10:00 a.m. (New York City time)) not later than 2:00 p.m. (New York City time) on the same day as Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf receipt of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Noticesuch Notice from Borrowers. (iic) Each Lender shall make (i) its Initial Term Loan available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing DateDate and (ii) its Delayed Draw Term Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on each proposed Credit Date for such Delayed Draw Term Loans, in each case, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make (x) the proceeds of the Initial Term Loans available to Lead Borrower by the close of business Borrowers on the Closing Date and (y) the proceeds of the Delayed Draw Term Loans available to Borrowers on each proposed Credit Date for such Delayed Draw Term Loans, in each case, by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower Borrowers at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerBorrowers.

Borrowing Mechanics for Term Loans. (i) Lead Each Term Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by each Term Lender proportionately to its applicable Pro Rata Share. At the commencement of each Interest Period for any Eurodollar Rate Term Borrowing, such Borrowing shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of such amount; provided that a Eurodollar Rate Term Borrowing that results from a continuation of an outstanding Eurodollar Rate Term Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. (ii) To request a Term Borrowing, the Borrower shall deliver to the Administrative Agent a fully completed and executed Funding Notice no later than (A) if such Funding Notice requests in the case of a LIBOR Eurodollar Rate LoanBorrowing, not later than 1:00 p.m. (New York City time) at least three (3) Business Days prior to in advance of the Closing proposed Credit Date or and (B) if such Funding Notice requests in the case of a Base Rate LoanBorrowing, two not later than 1:00 p.m. (2New York City time) at least one Business Days prior to Day in advance of the Closing proposed Credit Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by the Administrative Agent of such a Funding NoticeNotice in accordance with this paragraph, the Administrative Agent shall notify each Term Lender of the proposed borrowing. Administrative Agent applicable Class of the details thereof and Lenders (A) may act without liability upon of the basis amount of written, facsimile, or telephonic notice believed by Administrative Agent in good faith such Lender’s Term Loan to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity made as part of the signature appearing on any written Funding Noticerequested Term Borrowing. (iiiii) Each Lender shall make the principal amount of its Term Loan required to be made by it hereunder on the proposed Credit Date available to the Administrative Agent not later than noon 3:00 p.m. (New York City time) on the Closing such Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver Dollars to the account of the conditions precedent specified herein, Administrative Agent shall most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make the proceeds of the each such Term Loans Loan available to Lead the Borrower by promptly remitting the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Dateamounts so received, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Datelike funds, to the account of Lead the Borrower at Administrative Agent’s Principal Office or to such other account as may be designated specified by the Borrower in writing to Administrative Agent by Lead Borrowerthe Funding Notice.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Subject to Sections 4.01(a)(i), 4.02(c) and 2.16(a), each Borrowing of Term Loans shall deliver be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent a fully executed Funding Notice no not later than (Ax) if such Funding Notice requests a LIBOR Rate Loan, 1:00 p.m. three (3) Business Days prior to the Closing Date or requested date of any Borrowing of Eurodollar Rate Loans and (By) if such Funding Notice requests a 12:00 noon one Business Day prior to the requested date of any Borrowing of Base Rate LoanLoans; provided, two (2) however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the Closing Daterequested date of such Borrowing (or such shorter period as reasonably agreed by the Administrative Agent), orconversion or continuation, in each case, such later date as whereupon the Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after give prompt notice to the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent applicable Lenders of such Funding Noticerequest and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify each Lender the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders; provided, further, that such notices may be conditioned on the occurrence of the proposed borrowing. Administrative Agent and Lenders (A) Closing Date or, with respect to Incremental Term Loans, may act without liability upon be conditioned on the basis occurrence of written, facsimile, or telephonic notice believed by Administrative Agent any transaction anticipated to occur in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a connection with such Incremental Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeLoans. (ii) Each notice by the Borrower pursuant to this Section 2.01(b) must be delivered to the Administrative Agent in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Committed Loan Notice shall specify (A) that the Borrower is requesting a Term Loan Borrowing, (B) the requested date of the Borrowing (which shall be a Business Day), (C) the Type of Term Loans to be borrowed, (D) the principal amount of Term Loans to be borrowed and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Term Loan in a Committed Loan Notice, then the applicable Term Loans shall be made as Base Rate Loans. If the Borrower requests a Borrowing of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, for such Eurodollar Rate Loans, the Borrower will be deemed to have specified an Interest Period of one month. (iii) Borrowings of more than one Type may be outstanding at the same time; provided that the total number of Interest Periods for Eurodollar Rate Loans outstanding under this Agreement at any time shall comply with Section 2.10(g). (iv) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable tranche of Term Loans. In the case of each Borrowing, each Appropriate Lender shall make the amount of its Term Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than noon (New York time) 1:00 p.m., on the Closing Date, by wire transfer of same day funds Business Day specified in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)the applicable Committed Loan Notice. Upon satisfaction or waiver of the applicable conditions precedent specified hereinto such Borrowing, the Administrative Agent shall make the proceeds of the Term Loans all funds so received available to Lead the Borrower in like funds as received by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited either by (A) in crediting the case account of Loans made the Borrower on the Closing Date, in accordance books of the Administrative Agent with the provisions amount of the Flow of Funds Agreement such funds or (B) after wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead the Borrower. (v) The failure of any Lender to make the Term 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 Term Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such other Lender on the date of any Borrowing.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Borrowers delivered to Administrative Agent a fully executed Funding Notice on the Closing Date with respect to Initial Term Loans made on the Closing Date. (ii) With respect to any New Term Loan Commitments entered into pursuant to Section 2.20, Borrowers shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (ANew York City time) if such Funding Notice requests at least three Business Days in advance of the proposed Credit Date in the case of a New Term Loan that is a LIBOR Rate Loan, three (3) and at least one Business Days prior to Day in advance of the Closing proposed Credit Date or (B) if such Funding Notice requests in the case of a New Term Loan that is a Base Rate Loan, two Loan (2) Business Days prior to which proposed Credit Date shall be not later than the Closing New Term Loan Outside Date, or, in each case, such later date as Administrative Agent may agree). Except as otherwise provided herein, a Funding Notice for a New Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Datewhen given, and Lead Borrower Borrowers shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic telecopied notice believed by Administrative Agent in good faith to be from Lead Borrower the Borrowers (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower Borrowers to Administrative Agent), (B) it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. 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 Lead a Borrower until Administrative Agent receives and such Lenders receive written notice to the contrary, . Administrative Agent and (C) Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (iiiii) Each Lender shall make its New Term Loan available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by the Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business Borrowers on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead the applicable Borrower at Administrative Agent’s the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Lead Borrowersuch Borrowers.

Borrowing Mechanics for Term Loans. (i) Lead Each Term Loan shall be made as part of a Borrowing consisting of Term Loans of the same Class and Type made by the Lenders of such Class proportionately to their applicable Pro Rata Shares. At the commencement of each Interest Period for any Eurodollar Rate Borrowing, such Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess of such amount; provided that (A) a Eurodollar Rate Borrowing that results from a continuation of an outstanding Eurodollar Rate Borrowing may be in an aggregate amount that is equal to the amount of such outstanding Borrowing and (B) a Eurodollar Rate Borrowing made on any Credit Date may be in an aggregate amount that is equal to the entire unused balance of the Term Loan Commitments of the applicable Class at such time. (ii) To request a Borrowing, the Borrower shall deliver to the Administrative Agent a fully completed and executed Funding Notice no later than (A) if such Funding Notice requests in the case of a LIBOR Eurodollar Rate LoanBorrowing, three not later than 12:00 noon (3New York City time) at least four Business Days prior to in advance of the Closing proposed Credit Date or (which shall be a Business Day) and (B) if such Funding Notice requests in the case of a Base Rate LoanBorrowing, two not later than 10:00 a.m. (2New York City time) at least one Business Days prior to Day in advance of the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan proposed Credit Date (which shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewithBusiness Day). Promptly upon receipt by the Administrative Agent of such a Funding NoticeNotice in accordance with this paragraph, the Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent applicable Class of the details thereof and Lenders (A) may act without liability upon of the basis amount of written, facsimile, or telephonic notice believed by Administrative Agent in good faith such Lender’s Term Loan to be from Lead Borrower (or from made as part of the requested Borrowing. Following delivery of a Funding Notice for a Eurodollar Rate Borrowing, any Authorized Officer thereof designated in writing purportedly from Lead Borrower failure to Administrative Agent), (B) make such Borrowing shall be entitled subject to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeSection 2.15(c). (iiiii) Each Lender shall make the principal amount of its Term Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than 12:00 noon (New York City time) on the Closing Date, applicable Credit Date by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver Dollars to the account of the conditions precedent specified herein, Administrative Agent shall most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make the proceeds of the each such Term Loans Loan available to Lead the Borrower by promptly remitting the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Dateamounts so received, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Datelike funds, to the account of Lead specified by the Borrower at Administrative Agent’s Principal Office or in the applicable Funding Notice. (iv) This Section 2.1(b) shall not apply to such other account as may be designated in writing the transactions with respect to Administrative Agent by Lead Borrowerthe Tranche B Term Loans to occur on the Drop Down Date pursuant to the Alon USA Energy Credit Agreement and this Agreement.

Borrowing Mechanics for Term Loans. (a) Each Borrowing of Term Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may only be given in writing. Subject to Section 4.01(1)(a), each such notice must be received by the Administrative Agent not later than 12:00 noon (New York City time) (i) Lead Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the requested date of any Borrowing of Eurodollar Rate Loans, and (ii) one (1) Business Day before the requested date of any Borrowing of Base Rate Loans; provided, that such notices may be conditioned on the occurrence of the Closing Date or or, with respect to Incremental Term Loans, may be conditioned on the occurrence of any transaction utilizing such Incremental Term Loans. (Bb) Each notice by the Borrower pursuant to this Section 2.01(2) must be delivered to the Administrative Agent in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Committed Loan Notice shall specify (i) that the Borrower is requesting a Borrowing of Term Loans, (ii) the requested date of the Borrowing (which shall be a Business Day), (iii) the Type of Term Loans to be borrowed, and (iv) if such Funding Notice applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Term Loan in a Committed Loan Notice, then the applicable Term Loans shall be made as Base Rate Loans. If the Borrower requests a Base Borrowing of Eurodollar Rate Loan, two (2) Business Days prior to the Closing Date, or, Loans in each case, any such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Committed Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, but fails to specify an Interest Period, for such Eurodollar Rate Loans, the Borrower will be deemed to have specified an Interest Period of one (1) month. (c) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis amount of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity its Pro Rata Share of the signature appearing on any written Funding Notice. (ii) Each applicable tranche of Term Loans. In the case of each Borrowing, each Appropriate Lender shall make the amount of its Term Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than noon 1:00 p.m. (New York City time) ), on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and if such Borrowing is on the Closing Date, by wire transfer of same day funds in DollarsSection 4.01), at Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make all funds so received available to the proceeds Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Term Loans available to Lead Borrower by the close of business on the Closing Date by causing an books of the Administrative Agent with the amount of same day such funds or (ii) wire transfer of such funds, in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the each case of Loans made on the Closing Date, in accordance with instructions provided to (and reasonably acceptable to) the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead the Borrower. (d) The failure of any Lender to make the Term 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 Term Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such other Lender on the date of any Borrowing.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Each Term Loan shall be made as part of one or more Borrowings consisting of Term Loans of the same Class and of such Types as shall be specified in the applicable Funding Notice made by the Term Lenders of such Class proportionately to their applicable Pro Rata Shares. At the commencement of each Interest Period for any Eurodollar Rate Term Borrowing, such Borrowing shall be in an aggregate minimum amount of US$5,000,000 and integral multiples of US$1,000,000 in excess of such amount; provided that a Eurodollar Rate Term Borrowing that results from a continuation of an outstanding Eurodollar Rate Term Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. At the time any Base Rate Term Borrowing is made, such Borrowing shall be in an aggregate minimum amount of US$5,000,000 and integral multiples of US$1,000,000 in excess of such amount; provided that a Base Rate Term Borrowing that results from a conversion of an outstanding Eurodollar Rate Term Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. (ii) To request a Term Borrowing, the Company shall deliver to the Administrative Agent a fully completed and executed Funding Notice no later than (A) if such the Funding Notice requests a LIBOR shall relate to any Eurodollar Rate LoanTerm Borrowing, not later than 12:00 p.m. (New York City time) at least three (3) Business Days prior to in advance of the Closing proposed Credit Date or and (B) if such the Funding Notice requests shall relate solely to a Base Rate LoanTerm Borrowing, two not later than 12:00 p.m. (2New York City time) at least one Business Days prior to Day in advance of the Closing proposed Credit Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by the Administrative Agent of such a Funding NoticeNotice in accordance with this paragraph, the Administrative Agent shall notify each Term Lender of the proposed borrowing. Administrative Agent applicable Class of the details thereof and Lenders (A) may act without liability upon of the basis amount of written, facsimile, or telephonic notice believed by Administrative Agent in good faith such Lender’s Term Loan to be from Lead Borrower (or from made as part of the requested Term Borrowing. If the Funding Notice shall relate to any Authorized Officer thereof designated in writing purportedly from Lead Borrower Eurodollar Rate Term Borrowing, any failure to Administrative Agent), (B) make such Borrowing shall be entitled subject to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeSection 2.17(c). (iiiii) Each Lender shall make the principal amount of its Tranche B Term Loan required to be made by it hereunder available to the Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing Date, Date by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver US Dollars to the account of the conditions precedent specified herein, Administrative Agent shall designated by it for such purpose by notice to the Lenders. The Administrative Agent will make the proceeds of the each such Tranche B Term Loans Loan available to Lead Borrower the Company by promptly remitting the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Dateamounts so received, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Datelike funds, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated the Company specified by the Company in writing to Administrative Agent by Lead Borrowerthe applicable Funding Notice.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Subject to Sections 4.01(a)(i), 4.02(c) and 2.16(a), each Borrowing of Term Loans shall deliver be made upon the Borrowers’ irrevocable notice to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent a fully executed Funding Notice no not later than (Ax) if such Funding Notice requests a LIBOR Rate Loan, 1:00 p.m. three (3) Business Days prior to the Closing Date or requested date of any Borrowing of Eurodollar Rate Loans and (By) if such Funding Notice requests a 1:00 p.m. one Business Day prior to the requested date of any Borrowing of Base Rate LoanLoans; provided, two (2) however, that if the Borrowers wish to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. four Business Days prior to the Closing Daterequested date of such Borrowing, orconversion or continuation, in each case, such later date as whereupon the Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after give prompt notice to the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent applicable Lenders of such Funding Noticerequest and determine whether the requested Interest Period is acceptable to all of them. Not later than 1:00 p.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify each Lender the Borrowers (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders; provided, further, that such notices may be conditioned on the occurrence of the proposed borrowing. Administrative Agent and Lenders (A) Closing Date or, with respect to Incremental Term Loans, may act without liability upon be conditioned on the basis occurrence of written, facsimile, or telephonic notice believed by Administrative Agent any transaction anticipated to occur in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a connection with such Incremental Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeLoans. (ii) Each notice by the Borrowers pursuant to this Section 2.01(b) must be delivered to the Administrative Agent in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowers. Each Committed Loan Notice shall specify (A) that the Borrowers are requesting a Borrowing of Term Loans, (B) the requested date of the Borrowing (which shall be a Business Day), (C) the Type of Term Loans to be borrowed, (D) the principal amount of Term Loans to be borrowed, together with an allocation (if any) of such amount elected to be provided to each Borrower (E) if applicable, the duration of the Interest Period with respect thereto and (F) the Borrowers’ wiring instructions. If such Borrower fails to specify a Type of Term Loan in a Committed Loan Notice, then the applicable Term Loans shall be made as Base Rate Loans. If such Borrower requests a Borrowing of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period for such Eurodollar Rate Loans, such Borrower will be deemed to have specified an Interest Period of one month. (iii) Borrowings of more than one Type may be outstanding at the same time; provided that the total number of Interest Periods for Eurodollar Rate Loans outstanding under this Agreement at any time shall comply with Section 2.10(g). (iv) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable tranche of Term Loans. In the case of each Borrowing, each Appropriate Lender shall make the amount of its Term Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than noon (New York time) 1:00 p.m., on the Closing DateBusiness Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions to such Borrowing, the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent by wire transfer of same day funds such funds, in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the each case of Loans made on the Closing Date, in accordance with instructions provided to (and reasonably acceptable to) the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead such Borrower. (v) The failure of any Lender to make the Term 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 Term Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such other Lender on the date of any Borrowing.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Company shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date (or (B) if such Funding Notice requests a Base Rate Loanshorter period permitted by Administrative Agent), two (2) Business Days prior with respect to Term Loans made on the Closing Date. Following the Closing Date (and subject to the conditions set forth in Section 3.2), orwhenever Company desires that Lenders make a Delayed Draw Term Loan, in each casewithin thirty (30) days after the date that delivery of financial statements and other information were required to be delivered pursuant to Section 5.1(b), such later date as Company shall deliver to Administrative Agent may agreea fully executed and delivered Funding Notice no later than 12:00 p.m. (New York City time) at least fifteen (15) U.S. Government Securities Business Days in advance of the proposed Credit Date. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate SOFR Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower Company shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of any such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, written or telephonic facsimile notice believed by Administrative Agent in good faith to be from Lead Borrower Company (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower Company to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower Company until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its applicable Term Loan available to Administrative Agent not later than noon (New York time) 12:00 p.m. on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the applicable Term Loans available to Lead Borrower by the close of business Company on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, wired to the account of Lead Borrower Company at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerCompany. (iii) During the Delayed Draw Commitment Period, Company may make one (1) draw of Delayed Draw Term Loans in a minimum amount of $[**] and integral multiples of $[**] in excess of that amount.

Borrowing Mechanics for Term Loans. (i) Lead Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior with respect to the Initial Term Loans made on the Closing Date. Following the Closing Date, orwhenever Borrower desires that Lenders make Delayed Draw Term Loans, in each case, such later date as Xxxxxxxx shall deliver to Administrative Agent may agreea fully executed and delivered Funding Notice no later than noon (New York City time) at least ten (10) Business Days (or such shorter period as is agreed to by Administrative Agent in its reasonable discretion) in advance of the proposed Credit Date. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Term SOFR Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Term Loan available to Administrative Agent not later than noon (New York time) on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerXxxxxxxx. (iii) Borrower may draw on the Delayed Draw Term Loans, at its option, in whole or in part, at any time and from time to time during the Delayed Draw Term Loan Commitment Period. Delayed Draw Term Loans shall be made in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount (or the amount of the remaining Delayed Draw Term Loan Commitment).

Borrowing Mechanics for Term Loans. (i) Lead Borrower Subject to Section 4.01(a)(i), Section 4.02(c), Section 4.03(c) and Section 2.16(a), each Borrowing of Term Loans shall deliver be made upon the Borrower’s notice to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent a fully executed Funding Notice not later than 9:00 a.m. three Business Days prior to the requested date of any Borrowing of Loans; provided however that (1) if the Borrower wishes to request SOFR Loans having an Interest Period other than one,, three, six, or twelve months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 9:00 a.m. four Business Days prior to the requested date of such Borrowing (or such shorter period as reasonably agreed by the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them and not later than 9:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the applicable Lenders and (2) any (I) such notice delivered in connection with the initial Borrowing of Term Loans on the Closing Date must be received by the Administrative Agent no later than (A) if such Funding Notice requests a LIBOR Rate Loan, 9:00 a.m. three (3) Business Days prior to the Closing Date or and (BII) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to notices may be conditioned on the occurrence of the Closing Date, Date or, with respect to Delayed Draw Term Loans or an Incremental Facility, may be conditioned on the occurrence of any transaction anticipated to occur in each case, connection with such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Delayed Draw Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, Loans or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeIncremental Facility. (ii) Each notice by the Borrower pursuant to this Section 2.01(b) must be delivered to the Administrative Agent in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. The Delayed Draw Term Loans shall be available in Borrowings of not less than $2,500,000 (or such lower amounts as the Administrative Agent and the Required Lenders may agree) or, if less, the unfunded Delayed Draw Commitments then outstanding (and in any event, without any limitation on the number of draws). Each Committed Loan Notice shall specify (A) that the Borrower is requesting a Term Loan Borrowing, (B) the requested date of the Borrowing (which shall be a Business Day), (C) the principal amount of Term Loans to be borrowed, (D) the Type of Term Loans to be borrowed, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Term Loan in a Committed Loan Notice, then the applicable Term Loans shall be made as Base Rate Loans. If the Borrower requests a Borrowing of SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, for such SOFR Loans, the Borrower will be deemed to have specified an Interest Period of one month. (iii) Borrowings of more than one Type may be outstanding at the same time; provided that the total number of Interest Periods for SOFR Loans outstanding under this Agreement at any time shall comply with Section 2.10(g). (iv) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable tranche of Term Loans. In the case of each Borrowing, each Appropriate Lender shall make the amount of its Term Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than noon (New York time) 1:00 p.m., on the Closing Date, by wire transfer of same day funds Business Day specified in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)the applicable Committed Loan Notice. Upon receipt of all funds and the satisfaction or waiver of the applicable conditions precedent specified hereinto such Borrowing, the Administrative Agent shall make the proceeds of the Term Loans all funds so received available to Lead the Borrower in like funds as received by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited either by (A) in crediting the case account of Loans made the Borrower on the Closing Date, in accordance books of the Administrative Agent with the provisions amount of the Flow of Funds Agreement such funds or (B) after wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead the Borrower. (v) The failure of any Lender to make the Term 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 Term Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such other Lender on the date of any Borrowing.

Borrowing Mechanics for Term Loans. (i) Lead Subject to Sections 4.01(a)(i), 4.03(c) and 2.16(a), each Borrowing of Term Loans shall be made upon the applicable Borrower shall deliver Representative’s irrevocable notice to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent a fully executed Funding Notice no not later than (A) if such Funding Notice requests a LIBOR Rate Loan, 1:00 p.m. (New York City time) three (3) Business Days prior to the Closing Date or requested date of any Borrowing of Eurodollar Rate Loans and (B) if such Funding Notice requests a Base Rate Loan, two 12:00 noon (2New York City time) one Business Days Day prior to the requested date of any Borrowing of Base Rate Loans; provided, that such notices may be conditioned on the occurrence of the Closing Date, Date or, with respect to Incremental Term Loans, may be conditioned on the occurrence of any transaction anticipated to occur in each case, connection with such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Incremental Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeLoans. (ii) Each notice by the Borrower Representative pursuant to this Section 2.01(b) must be delivered to the Administrative Agent in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Each Committed Loan Notice shall specify (A) the applicable Borrower(s), (B) that the Borrower Representative is requesting a Term Loan Borrowing, (C) the requested date of the Borrowing (which shall be a Business Day), (D) the Type of Term Loans to be borrowed, (E) the principal amount of Term Loans to be borrowed and (F) if applicable, the duration of the Interest Period with respect thereto. If the Borrower Representative fails to specify a Type of Term Loan in a Committed Loan Notice, then the applicable Term Loans shall be made as Base Rate Loans. If Borrower Representative requests a Borrowing of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, for such Eurodollar Rate Loans, the Borrower Representative will be deemed to have specified an Interest Period of one month. (iii) Borrowings of more than one Type may be outstanding at the same time; provided that the total number of Interest Periods for Eurodollar Rate Loans outstanding under this Agreement at any time shall comply with Section 2.10(g). (iv) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable tranche of Term Loans. In the case of each Borrowing, each Appropriate Lender shall make the amount of its Term Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than noon 1:00 p.m. (New York City time) ), on the Closing Date, by wire transfer of same day funds Business Day specified in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)the applicable Committed Loan Notice. Upon satisfaction or waiver of the applicable conditions precedent specified hereinto such Borrowing, the Administrative Agent shall make the proceeds of the Term Loans all funds so received available to Lead the applicable Borrower in like funds as received by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited either by (A) in crediting the case account of Loans made the applicable Borrower on the Closing Date, in accordance books of the Administrative Agent with the provisions amount of the Flow of Funds Agreement such funds or (B) after wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead the applicable Borrower. (v) The failure of any Lender to make the Term 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 Term Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such other Lender on the date of any Borrowing.

Borrowing Mechanics for Term Loans. (i) Lead Subject to Sections 4.01(a)(i), and 2.13(a), each Borrowing of Term Loans shall be made upon the Borrower shall deliver Representative’s notice to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent a fully executed Funding Notice no not later than (A) if such Funding Notice requests a LIBOR Rate Loan, 1:00 p.m. three (3) Business Days prior to the Closing Date or requested date of any Borrowing of Term SOFR Rate Loans and (B) if such Funding Notice requests a 12:00 noon one Business Day prior to the requested date of any Borrowing of Base Rate LoanLoans; provided however that (1) if the Borrower Representative wishes to request Term SOFR Rate Loans having an Interest Period other than one, two (2) two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the Closing Daterequested date of such Borrowing (or such shorter period as reasonably agreed by the Administrative Agent), orconversion or continuation, in each case, such later date as whereupon the Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after give prompt notice to the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent applicable Lenders of such Funding Noticerequest and determine whether the requested Interest Period is acceptable to all of them and not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify each Lender the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders and (2) any (I) such notice delivered in connection with the initial Borrowing of Term Loans on the Closing Date must be received by the Administrative Agent no later than 1:00 p.m. on the Closing Date and (II) such notices may be conditioned on the occurrence of the proposed borrowing. Administrative Agent and Lenders (A) Closing Date or, with respect to Incremental Facility Term Loans, may act without liability upon be conditioned on the basis occurrence of written, facsimile, or telephonic notice believed by Administrative Agent any transaction anticipated to occur in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a connection with such Incremental Facility Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeLoans. (ii) Each notice by the Borrower Representative pursuant to this Section 2.01(b) must be delivered to the Administrative Agent in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Each Committed Loan Notice shall specify (A) that the Borrower Representative is requesting a Term Loan Borrowing, (B) the requested date of the Borrowing (which shall be a Business Day), (C) the principal amount of Term Loans to be borrowed, (D) the Type of Term Loans to be borrowed and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower Representative fails to specify a Type of Term Loan in a Committed Loan Notice, then the applicable Term Loans shall be made as Base Rate Loans. If the Borrower Representative requests a Borrowing of Term SOFR Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, for such Term SOFR Rate Loans, the Borrower Representative will be deemed to have specified an Interest Period of one month. (iii) Borrowings of more than one Type may be outstanding at the same time; provided that the total number of Interest Periods for Term SOFR Rate Loans outstanding under this Agreement at any time shall comply with Section 2.07(d). (iv) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable tranche of Term Loans. In the case of each Borrowing, each Appropriate Lender shall make the amount of its Term Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than noon (New York time) 1:00 p.m., on the Closing Date, by wire transfer of same day funds Business Day specified in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)the applicable Committed Loan Notice. Upon satisfaction or waiver of the applicable conditions precedent specified hereinto such Borrowing, the Administrative Agent shall make the proceeds of the Term Loans all funds so received available to Lead Borrower the Borrowers in like funds as received by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited either by (A) in crediting the case account of Loans made the Borrowers on the Closing Date, in accordance books of the Administrative Agent with the provisions amount of the Flow of Funds Agreement such funds or (B) after wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead Borrowerthe Borrower Representative. (v) The failure of any Lender to make the Term 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 Term Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such other Lender on the date of any Borrowing.

Borrowing Mechanics for Term Loans. (i) Lead Borrower The Company Representative shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date or (B) if such with respect to Term Loans made on the Closing Date. Following the Closing Date, whenever the Companies desire that Lenders make Term Loans, the Company Representative shall deliver to Administrative Agent a fully executed and delivered Funding Notice requests no later than 10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a LIBOR Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Term Loan that is a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower the Companies shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Tranche A Term Loan and/or MDTL Term Loan, as the case may be, available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Administra­tive Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business Companies on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be or accounts designated in writing to Administrative Agent by Lead Borrowerthe Company Representative.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Credit Party Representative shall deliver to Administrative Agent a fully duly executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date or (B) if such with respect to Initial Term Loans to be made on the Closing Date. Following the Closing Date, whenever Companies desire that the Lenders make Multi-Draw Term Loans, Credit Party Representative shall deliver to Administrative Agent a duly executed Funding Notice requests no later than 1:00 p.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a LIBO Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a an Initial Term Loan or a Multi-Draw Term Loan, as applicable, that is a LIBOR LIBO Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower Companies shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Initial Term Loan or Multi-Draw Term Loan, as the case may be, available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business Companies on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from the Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account Credit Party Representative as may be designated in writing to Administrative Agent in the applicable Funding Notice by Lead Borrower.Credit Party Representative. GS/Landec – Credit and Guaranty Agreement

Borrowing Mechanics for Term Loans. (i) Lead Borrower Company shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Initial Funding Date (or such shorter period permitted by Administrative Agent), with respect to Term Loans made on the Initial Funding Date. Following the Initial Funding Date (B) if such and subject to the conditions set forth in Section 3.2), whenever Company desires that Lenders make a Delayed Draw Term Loan, Company shall deliver to Administrative Agent a fully executed and delivered Funding Notice requests a Base Rate Loan, two no later than 10:00 a.m. (2New York City time) at least fifteen (15) U.S. Government Securities Business Days prior to in advance of the Closing proposed Credit Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate SOFR Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower Company shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of any such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, written or telephonic facsimile notice believed by Administrative Agent in good faith to be from Lead Borrower Company (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower Company to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower Company until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its applicable Term Loan available to Administrative Agent not later than noon (New York time) 12:00 p.m. on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the applicable Term Loans available to Lead Borrower by the close of business Company on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower Company at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerCompany. (iii) During the Delayed Draw A Commitment Period, Company may make one (1) draw of Delayed Draw A Term Loans in a minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess of that amount. (iv) During the Delayed Draw B Commitment Period, Company may make one (1) draw of Delayed Draw B Term Loans in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess of that amount. (v) With respect to any Funding Notice requesting Incremental Term Loans, (i) the Administrative Agent shall promptly forward such Funding Notice to each Lender and (ii) each Lender shall, within fifteen (15) U.S. Government Securities Business Days of receipt of such Funding Notice, elect or decline to commit, on the applicable Credit Date, to provide its Pro Rata Share of such Term Loans. During such fifteen (15) U.S. Government Securities Business Days period, Borrower shall provide to Administrative Agent, for distribution to the Lenders, such information as reasonably requested by Lenders, including, without limitation any information related to the use of funds of such Incremental Term Loans.

Borrowing Mechanics for Term Loans. (i) Lead Administrative Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than one (A) if such Funding Notice requests a LIBOR Rate Loan, three (31) Business Days Day prior to the Closing Funding Date or (B) if such with respect to Term Loans made on the Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Datewhen given, and Lead Administrative Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, telecopied or telephonic notice believed by Administrative Agent in good faith to be from Lead Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Administrative Borrower to Administrative Agent), (B) it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. 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 Lead Administrative Borrower until Administrative Agent receives written notice to the contrary, . Administrative Agent and (C) Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Term Loan (less the amount to be deducted from such proceeds pursuant to Section 2.9(b)) available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing Funding Date, by wire transfer of same same-day funds in Dollars, at to Administrative Agent’s Principal Office (as identified on Appendix B)Account. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the such proceeds of the Term Loans Loan available to Lead Borrower by the close of business on the Closing Funding Date by causing an amount of same same-day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders (less the aggregate amount of the deductions referred to in the preceding sentence) to be credited to the Proceeds Collateral Account (A) or, to the extent provided in Section 2.4(e), the Tender Offer Account). Once credited to the Proceeds Collateral Account, the funds in the case of Loans made on the Closing Date, Proceeds Collateral Account shall be available in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerSection 2.4.

Borrowing Mechanics for Term Loans. (i) Lead Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Notwithstanding the foregoing, a Funding Notice delivered by Borrower may state that such Funding Notice is conditioned upon the effectiveness of other transactions, in which case such Funding Notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, subject only to payment by Borrower of any breakage in accordance with Section 2.18(c) (if and to the extent applicable). Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Term Loan available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified hereinherein and receipt of all funds requested in the applicable Funding Notice, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, by wire transfer to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may shall be designated in writing to Administrative Agent by Lead BorrowerBorrower in said Funding Notice.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Company shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date (or such shorter period permitted by Administrative Agent), with respect to Term Loans made on the Closing Date. Following the Closing Date (B) if such and subject to the conditions set forth in Section 3.2), whenever Borrowers desire that Lenders make a Delayed Draw Term Loan, Company shall deliver to Administrative Agent a fully executed and delivered Funding Notice requests a Base Rate Loan, two no later than 10:00 a.m. (2New York City time) at least twelve (12) Business Days prior to in advance of the Closing proposed Credit Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower Borrowers shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of any such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, written or telephonic facsimile notice believed by Administrative Agent in good faith to be from Lead Borrower Company (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower Company to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower Borrowers until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its applicable Term Loan available to Administrative Agent not later than noon (New York time) 12:00 p.m. on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the applicable Term Loans available to Lead Borrower by the close of business Borrowers on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower Borrowers at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerCompany.

Borrowing Mechanics for Term Loans. (i) Lead Delayed Draw Term Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount, and Delayed Draw Term Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $100,000 in excess of that amount. (ii) Subject to Section 3.3(b), whenever Borrower desires that Lenders make Term Loans, Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (Ax) if such Funding Notice requests a LIBOR on the Closing Date, with respect to Closing Date Term Loans or Delayed Draw Term Loans to be funded on the Closing Date, in each case, which are Base Rate LoanLoans, (y) no later than 11:00 a.m. (New York City time) on any proposed Delayed Draw Term Loan Draw Date after the Closing Date with respect to Base Rate Loans and (z) at least three (3) Business Days prior to the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing any Delayed Draw Term Loan Draw Date, oras applicable, in each case, with respect to Closing Date Term Loans or Delayed Draw Term Loans which are Eurodollar Rate Loans (or such later date shorter period as may be acceptable to Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewithAgent). Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (iiiii) Each Lender shall make its Closing Date Term Loan or Delayed Draw Term Loan, as applicable, available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing Date or any Delayed Draw Term Loan Draw Date, as applicable, by wire transfer of same day funds in Dollars, at the principal office designated by Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Closing Date Term Loans Loan or Delayed Draw Term Loan, as applicable, available to Lead Borrower by the close of business on the Closing Date or Delayed Draw Term Loan Draw Date, as applicable, by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Lead Borrower.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Company shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date (or (B) if such Funding Notice requests a Base Rate Loanshorter period permitted by Administrative Agent), two (2) Business Days prior with respect to Term Loans made on the Closing Date. No Funding Notice shall be required to be executed in connection with the Initial Delayed Draw Term Loans and to the extent required by any Lender, or, in each case, such later date as the Administrative Agent may agree. Except shall provide any notice required of funding of Initial Delayed Draw Term Loans as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after described in the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewithnext sentence. Promptly upon receipt by Administrative Agent of any such Funding NoticeNotice and/or within 1 Business Day (or such earlier date required by any Lender) of the date an interest payment is due, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders Xxxxxxx (A) may act without liability upon the basis of written, facsimile, written or telephonic facsimile notice believed by Administrative Agent in good faith to be from Lead Borrower Company (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower Company to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice., (ii) Each Lender shall make its applicable Term Loan available to Administrative Agent not later than noon (New York time) 12:00 p.m. on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the applicable Term Loans available to Lead Borrower by the close of business Company on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, wired to the account of Lead Borrower Company at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerCompany in the applicable Funding Notice. (iii) During the Delayed Draw Commitment Period, drawings under the Delayed Draw Term Loan Commitments shall (A) not be made more than once in any Fiscal Quarter on each Interest Payment Date and (B) be applied solely to pay interest on the Loans. The Administrative Agent shall provide notice to the Borrower that the Initial Delayed Draw Term Loans have been funded. (iv) With respect to any Funding Notice requesting Incremental Term Loans, (i) the Administrative Agent shall promptly forward such Funding Notice to each Lender and (ii) each Lender shall, within fifteen (15) Business Days of receipt of such Funding Notice, elect or decline to commit, on the applicable Credit Date, to provide its Pro Rata Share of such Term Loans. During such fifteen (15) Business Day period, the Borrower shall provide to the Administrative Agent, for distribution to the Lenders, such information as reasonably requested by the Lenders, including, without limitation any information related to the use of funds of such Incremental Term Loans. The making of any Incremental Term Loans will be subject to entering into an amendment to this Agreement that is reasonably acceptable to the Borrower and the Administrative Agent.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Company shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to (1) the Closing Date (or (B) if such Funding Notice requests a Base Rate Loanshorter period permitted by Administrative Agent), two with respect to Term Loans made on the Closing Date and (2) the Amendment No. 2 Effective Date (or such shorter period permitted by Administrative Agent), with respect to Term Loans made on the Amendment No. 2 Effective Date. Following the Closing Date (and subject to the conditions set forth in Section 3.2), whenever Borrowers desire that Lenders make a Delayed Draw Term Loan, Company shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (New York City time) at least twelve (12) Business Days prior to in advance of the Closing proposed Credit Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower Borrowers shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of any such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, written or telephonic facsimile notice believed by Administrative Agent in good faith to be from Lead Borrower Company (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower Company to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower Borrowers until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its applicable Term Loan available to Administrative Agent not later than noon (New York time) 12:00 p.m. on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the applicable Term Loans available to Lead Borrower by the close of business Borrowers on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower Borrowers at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerCompany.

Borrowing Mechanics for Term Loans. (i) Lead The Borrower shall deliver to Administrative the Facility Agent a fully executed Funding Notice no later than by 11:00 a.m. (AHong Kong time) if such Funding Notice requests a LIBOR Rate Loan, at least three (3) Business Days prior to the proposed Closing Date or (B) if such Date. Such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewithirrevocable. Promptly upon receipt by Administrative the Facility Agent of such Funding Notice, Administrative the Facility Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each On the date designated by the Borrower to be the Closing Date in the Funding Notice, each Lender shall (A) make its Term Loan available to Administrative the Facility Agent by wire transfer of immediately available funds in Dollars to the Facility Agent at the Principal Office and to an account in New York City designated by the Facility Agent; and (B) provide the Facility Agent with a copy of an MT 202 confirming such wire transfer (each, a “Funding Confirmation”) not later than noon 10:00 a.m. (New York Hong Kong time) on the Closing Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office . (as identified on Appendix B). iii) Upon (1) satisfaction or waiver of the conditions precedent specified hereinin Section 3.1 on the CP Satisfaction Date, Administrative and (2) the receipt by the Facility Agent of a duly executed Disbursement Certificate by 8:00 a.m. (Hong Kong time) on the Closing Date, the Facility Agent shall (A) make the proceeds of the Term Loans available to Lead the Borrower by the close of business on the Closing Date by causing an amount of same day immediately available funds in Dollars equal to the proceeds aggregate amount of all such Loans funds wired to the Facility Agent pursuant to the MT 202 Funding Confirmations received by Administrative the Facility Agent from Lenders pursuant to clause (ii) above to be credited (A) remitted to the Persons set forth in the case Letter of Loans made Direction delivered to the Facility Agent by the Borrower pursuant to Section 3.1(l); and (B) after the remittance of such funds to such Persons, promptly, and in any event no later than 2:30 p.m. (Hong Kong time) on the Closing Date, in accordance with provide the provisions Borrower a copy of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or an MT 103 confirming such wire transfers to such other account as may be designated Persons set forth in writing to Administrative Agent by Lead Borrowerthe Letter of Direction.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Subject to Sections 4.01(a)(i), 4.02(c), and 2.16(a), each Borrowing of Term Loans shall deliver be made upon the Borrower’s irrevocable notice to the Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate LoanAgent, three (3) Business Days which may only be given in writing, prior to the requested date of any Borrowing. Such notices may be conditioned on the occurrence of the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, with respect to Incremental Term Loans, may be conditioned on the occurrence of any transaction anticipated to occur in each case, connection with such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Incremental Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeLoans. (ii) Each notice by the Borrower pursuant to this Section 2.01(b) must be delivered to the Administrative Agent in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Committed Loan Notice shall specify (A) that the Borrower is requesting a Term Loan Borrowing, (B) the requested date of the Borrowing (which shall be a Business Day), (C) the principal amount of Term Loans to be borrowed and (D) the wiring information of the account of the Borrower to which funds are to be disbursed. (iii) [Reserved]. (iv) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable tranche of Term Loans. In the case of each Borrowing, upon satisfaction of the applicable conditions to such Borrowing, each Appropriate Lender shall make the amount of its Term Loan available to Administrative Agent not later than noon (New York time) the Borrower in Same Day Funds on the Closing Date, Business Day specified in the applicable Committed Loan Notice by wire transfer of same day funds such funds, in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the each case of Loans made on the Closing Date, in accordance with instructions provided in the provisions Committed Loan Notice. (v) The failure of any Lender to make the Flow Term Loan to be made by it as part of Funds Agreement or (B) after any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Loan on the Closing Datedate of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the account of Lead Borrower at Administrative Agent’s Principal Office or Term Loan to be made by such other account as may be designated in writing to Administrative Agent by Lead BorrowerLender on the date of any Borrowing.

Borrowing Mechanics for Term Loans. (i) Lead The Applicable Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than 11 a.m. (ANew York time) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to on the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, telecopied or telephonic notice believed by Administrative Agent in good faith to be from Lead the Applicable Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead the Applicable Borrower to Administrative Agent), (B) . 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 Lead the Applicable Borrower until Administrative Agent receives written notice to the contrary, . Administrative Agent and (C) Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Tranche A Term Loan and/or Tranche A-1 Term Loan, as the case may be, available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at to Administrative Agent’s Principal Office (as identified on Appendix B)Account. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead the Applicable Borrower by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders with a Tranche Term Loan A Commitment or a Tranche A-1 Term Loan Commitment, as applicable, to be credited (A) to the account designated by the Applicable Borrower in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerAgreement.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Company shall deliver to Administrative Agent a fully executed Funding Notice no later than [*] permitted by Administrative Agent), with respect to Term Loans made on the Initial Funding Date. Following the Initial Funding Date (A) if such and subject to the conditions set forth in Section 3.2), during the Delayed Draw Commitment Period, Company shall deliver to Administrative Agent a fully executed Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to [*] permitted by the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agreeAgent. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly [*] upon receipt by Administrative Agent of any such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, written or telephonic facsimile notice believed by Administrative Agent in good faith to be from Lead Borrower Company (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower Company to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower Company until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its applicable Term Loan available to Administrative Agent not later than noon (New York time) on the Closing Date, by wire transfer of same day funds in Dollars[*], at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified hereinherein as confirmed in writing by the Lenders (or their counsel) to the Administrative Agent, following Administrative Agent’s receipt of each wire transfer from the Lenders, Administrative Agent shall make the proceeds of the applicable Term Loans available to Lead Borrower by Company [*]. (iii) Upon satisfaction of the close Delayed Draw Funding Milestone, Company shall make one (1) draw of business Delayed Draw Term Loans Tranche A on the Closing DDTL Funding Date by causing an in the principal amount of same day funds $37,500,000. (iv) If the Lenders, in Dollars equal their sole discretion, provide the Tranche B Election Notice within the timeframe described in the definition thereof, the Company shall make one (1) draw of Delayed Draw Term Loans Tranche B in the principal amount of up to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) amount specified in the case of Loans made Tranche B Election Notice (which shall not exceed $37,500,000) on the Closing DDTL Funding Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead Borrower.

Borrowing Mechanics for Term Loans. (i) Lead Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Initial Funding Date (or (B) if such shorter period permitted by Administrative Agent), with respect to Term Loans made on the Initial Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate SOFR Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of any such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, written or telephonic facsimile notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its applicable Term Loan available to Administrative Agent not later than noon (New York time) 12:00 p.m. on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the applicable Term Loans available to Lead Borrower by the close of business on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerXxxxxxxx. (iii) With respect to any Funding Notice requesting Incremental Term Loans, (a) the Administrative Agent shall promptly forward such Funding Notice to each Lender and (b) each Lender shall, within fifteen (15) U.S. Government Securities Business Days of receipt of such Funding Notice, elect or decline to commit, on the applicable Credit Date, to provide its Pro Rata Share of such Term Loans. During such fifteen (15) U.S. Government Securities Business Days period, Borrower shall provide to Administrative Agent, for distribution to the Lenders, such information as reasonably requested by Xxxxxxx, including, without limitation any information related to the use of funds of such Incremental Term Loans.

Borrowing Mechanics for Term Loans. (i) Lead Term Loans shall be made in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount, or, if the remaining total Term Loan Commitments are less than $1,000,000, as applicable, such remaining amount. (ii) Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (Ax) if such Funding Notice requests 12:00 noon (New York City time), one Business Day prior to a LIBOR Credit Date with respect to Base Rate LoanLoans and (y) 12:00 p.m. (New York City time), three (3) Business Days prior to the Closing a Credit Date with respect to LIBO Rate Loans (or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior shorter period as may be acceptable to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewithAgent). Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Term Loan Lender of the proposed borrowing. Administrative Agent and Lenders . (Aiii) may act without liability upon Notice of receipt of each Funding Notice in respect of a Term Loan, together with the basis of writtenapplicable interest rate, facsimile, or telephonic notice believed shall be provided by Administrative Agent to each Term Loan Lender in good faith to be from Lead Borrower accordance with Section 10.1(b)(i) (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Electronic Communications) with reasonable promptness, but (provided Administrative Agent shall have received such notice by 12:00 p.m. (New York City time)) not later than 3:00 p.m. (New York City time) on the same day as Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf receipt of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Noticesuch Notice from Borrower. (iiiv) Each Term Loan Lender shall make its Term Loan available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing Credit Date, by wire transfer of same day immediately available funds in Dollars, at the Principal Office designated by Administrative Agent’s Principal Office (. Except as identified on Appendix B). Upon provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the such Term Loans available to Lead Borrower by the close of business on the Closing applicable Credit Date by causing an amount of same day immediately available funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from the Term Loan Lenders to be credited to the Revenue Account or such other account of Borrower as designated by Borrower (A) in the case other than an Excluded Account), provided that with respect to any borrowing of Loans a Term Loan made on the Closing Date, Administrative Agent will make such funds available to Borrower in accordance with the provisions of the Funds Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerMemorandum.

Borrowing Mechanics for Term Loans. (i) Lead Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Term Loan available to Administrative Agent not later than noon (New York time) on the Closing Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead Borrower.

Borrowing Mechanics for Term Loans. (i) Lead Borrower The aggregate amount of Term Loans borrowed on the Closing Date shall be $7,500,000 and the aggregate amount of Term Loans borrowed on the Delayed Term Borrowing Date shall be $2,500,000. (ii) Borrowers shall deliver to Administrative Agent a fully executed Funding Notice on the Closing Date and no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days days prior to the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Delayed Term Borrowing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders . (Aiii) may act without liability upon Notice of receipt of each Funding Notice in respect of Term Loans, together with the basis amount of writteneach Lender’s Pro Rata Share thereof, facsimileif any, or telephonic notice believed together with the applicable interest rate, shall be provided by Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but (provided in good faith to be from Lead Borrower the case of the Delayed Term Borrowing Date, Administrative Agent shall have received such notice by 10:00 a.m. (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to New York City time)) not later than 3:00 p.m. (New York City time) on the same day as Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf receipt of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Noticesuch Notice from Borrowers. (iiiv) Each Lender shall make its Term Loan Loans available to Administrative Agent not later than noon 1:00 p.m. (New York City time) on the Closing Date or the Delayed Term Borrowing Date, as applicable, by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business Borrowers on the Closing Date or the Delayed Term Borrowing Date, as applicable, by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower Borrowers at Administrative Agent’s the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerBorrowers, including such account as set forth in Section 2.3 below. (v) Notwithstanding anything above to the contrary, the aggregate Term Loans made to each Borrower shall not exceed its Term Borrowing Sublimit.

Borrowing Mechanics for Term Loans. (i) Lead Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than three Business Days prior to the Closing Date (A) if or such shorter period permitted by Administrative Agent), with respect to Term Loans made on the Closing Date. Following the Closing Date (and subject to the conditions set forth in Section 3.2), whenever Borrower desires that Lenders make a Loan, Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice requests a LIBOR no later than 12:00 p.m. (New York City time) at least one (1) Business Day prior to the proposed Credit Date for any Base Rate Loan, Loan and at least three (3) Business Days prior to the Closing proposed Credit Date for any SOFR Loan (or (B) if such Funding Notice requests a Base Rate in the case of any Incremental Term Loan, two (2) Business Days prior to at such other times as may be set forth in the Closing Date, or, in each case, such later date as Administrative Agent may agreeapplicable Incremental Amendment). Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate SOFR Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of any such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, written or telephonic facsimile notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice.. | (ii) Each Lender shall make its applicable Term Loan available to Administrative Agent not later than noon (New York time) 12:00 p.m. on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the applicable Term Loans available to Lead Borrower by the close of business on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerXxxxxxxx.

Borrowing Mechanics for Term Loans. (i) Lead Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Initial Funding Date (or such shorter period permitted by Administrative Agent) with respect to Term Loans made on the Initial Funding Date. Following the Initial Funding Date (Band subject to the conditions set forth in Article VI), whenever Borrower desires that Lenders make the Delayed Draw Term Loan, Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (New York City time) if at least ten (10) Business Days in advance of the proposed Credit Date. Each such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound once delivered to make a borrowing in accordance therewithAdministrative Agent. Promptly upon receipt by Administrative Agent of any such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, written or telephonic emailed notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Senior Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Senior Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its applicable Term Loan available to Administrative Agent not later than noon (New York time) 12:00 p.m. on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Dollars to Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the applicable Term Loans available to Lead Borrower by the close of business on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerXxxxxxxx; provided, however, that the Initial Term Loans shall be funded net of: (i) the fees set forth in the Fee Letter and required to be paid on the Closing Date, and (ii) accrued Lender Expenses to the extent invoiced at least one (1) Business Day prior to the Closing Date. It is understood that the Initial Administrative Fee ​ Escrow Amount and the Interest Reserve Amount shall be funded into the Reserve Account and the Expense Reserve Amount shall be funded into the Operating Account, in each case, on the Closing Date. (iii) During the Delayed Draw Commitment Period, Borrower may make one (1) draw of Delayed Draw Term Loans in a minimum amount of $10,000,000.

Borrowing Mechanics for Term Loans. (i) Lead Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender with a Tranche A Term Loan Commitment of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, telecopied or telephonic notice believed by Administrative Agent in good faith to be from Lead the Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead the Borrower to Administrative Agent), (B) . Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Tranche A Term Loan on behalf of Lead the Borrower until Administrative Agent receives written notice to the contrary, . Administrative Agent and (C) Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Tranche A Term Loan available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at to Administrative Agent’s Principal Office (as identified on Appendix B)Account. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Tranche A Term Loans available to Lead Borrower by the close of business on the Closing Date Date, by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders with a Tranche Term Loan A Commitment to be credited (A) to the account designated by Borrower in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead Borrower.

Borrowing Mechanics for Term Loans. (i) Lead Administrative Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than one (A) if such Funding Notice requests a LIBOR Rate Loan, three (31) Business Days Day prior to the Closing Funding Date or (B) if such with respect to Term Loans made on the Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Datewhen given, and Lead Administrative Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, telecopied or telephonic notice believed by Administrative Agent in good faith to be from Lead Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Administrative Borrower to Administrative Agent), (B) it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. 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 Lead Administrative Borrower until Administrative Agent receives written notice to the contrary, . Administrative Agent and (C) Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Term Loan available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing Funding Date, by wire transfer of same same-day funds in Dollars, at to Administrative Agent’s Principal Office (as identified on Appendix B)Account. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the such proceeds of the Term Loans Loan available to Lead Borrower by the close of business on the Closing Funding Date by causing an amount of same same-day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited to the Proceeds Collateral Account (A) or, to the extent provided in Section 2.4(e), the Tender Offer Account). Once credited to the Proceeds Collateral Account, the funds in the case of Loans made on the Closing Date, Proceeds Collateral Account shall be available in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerSection 2.4.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Company shall deliver to Administrative Agent a fully executed Funding Notice for the New Term Loans no later than one (A) if such Funding Notice requests a LIBOR Rate Loan, three (31) Business Days Day prior to the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Second Amendment Effective Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender with a New Term Loan Commitment (other than a Continuing Lender that is exchanging its Existing Term Loans for New Term Loans in accordance with Section 2.1(a)) shall make its New Term Loan available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing Second Amendment Effective Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s the Principal Office (as identified on Appendix B)designated by Administra­tive Agent. Upon satisfaction or waiver of the conditions precedent specified hereinin Section 3.3, Administrative Agent shall make the proceeds of the New Term Loans available to Lead Borrower by the close of business Company on the Closing Second Amendment Effective Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower Company at Administrative Agent’s the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerCompany. (iii) The Interest Period (and the respective Adjusted Eurodollar Rate) in effect on the Second Amendment Effective Date in respect of the Existing Term Loans that are being exchanged for New Term Loans on the Second Amendment Effective Date (the “Current Interest Period”) will continue to be in effect for such New Term Loans following the Second Amendment Effective Date and will end on the last day of the Current Interest Period, and for any New Term Loans funded on the Second Amendment Effective Date the initial Interest Period will end on the last day of the Current Interest Period and the Adjusted Eurodollar Rate during such initial Interest Period will equal the Adjusted Eurodollar Rate applicable to the New Term Loans exchanged for Existing Term Loans during the Current Interest Period.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Company shall deliver to Administrative Agent a fully executed Funding Notice no later than 9:00 a.m. (ANew York City time) if such Funding Notice requests a LIBOR Rate Loan, three one (31) Business Days Day prior to the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior with respect to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination DateLoans, and Lead Borrower Company shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of any such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Upon satisfaction or waiver of the conditions precedent specified herein, each Lender (other than the HCR Lender with respect to the HCR Loans) shall make its Term Loan available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans (other than the HCR Loans) available to Lead Borrower by the close of business Company on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders by 12:00 p.m. (New York City time) on the Closing Date to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent on Funding Notice by Lead BorrowerCompany. Upon satisfaction or waiver of the conditions precedent specified herein, the cashless exchange of HCR Loans for satisfaction of an equal amount of the Company’s existing obligations to HCR Lender under the Healthcare Royalty Partners Facility, as set forth herein and in the Closing Date HCR Facility Amendment, shall be consummated by the HCR Lender on the Closing Date, and the Administrative Agent shall reflect such Term Loan on the Register on the Closing Date without any further action of any Person. For the avoidance of doubt and notwithstanding anything to the contrary herein, the only means by which the HCR Lender shall make the HCR Loans hereunder on the Closing Date shall be via a cashless exchange, and nothing in this Agreement shall (i) require any HCR Lender to make the HCR Loans by making funds available to the Administrative Agent or Company or (ii) require the Administrative Agent to make any funds available to Company in connection with the HCR Loans.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Following the Closing Date, when Company desires that Lenders make their respective Term Loans, Company shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (ANew York City time) if such Funding Notice requests a LIBOR Rate Loan, at least three (3) Business Days prior to (or such shorter period as the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree) in advance of the proposed Credit Date. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Datewhen given, and Lead Borrower Company shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, telecopied or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower Company (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower Company to Administrative Agent), (B) . 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 Lead Borrower Company until Administrative Agent receives written notice to the contrary, . Administrative Agent and (C) Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Tranche A Term Loan and/or Tranche B Term Loan, as the case may be, available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at to Administrative Agent’s Principal Office (as identified on Appendix B)Account. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business Company on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Company to Administrative Agent’s Principal Office Account or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerCompany.

Borrowing Mechanics for Term Loans. (i) Lead The Borrower shall deliver to the Administrative Agent a fully executed Funding Notice no later than (Ax) if such Funding Notice requests a LIBOR Rate Loan, three 12:00 noon (3New York City time) Business Days one day prior to the Closing Date or (B) if such Funding Notice requests a with respect to Base Rate Loan, two Loans and (2y) Business Days three days prior to the Closing Date, or, in each case, Date with respect to Eurocurrency Rate Loans (or such later date shorter period as may be acceptable to Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewithAgent). Promptly upon receipt by the Administrative Agent of such Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make (x) its Initial Dollar Term Loan Loans available to the Administrative Agent not later than noon 9:00 a.m. (New York City time) on the Closing Date, by wire transfer of same day funds Same Day Funds in Dollars, and (y) its Initial Pounds Sterling Term Loans available to the Administrative Agent not later than 9:00 a.m. (New York City time) on the Closing Date, by wire transfer of Same Day Funds in Pounds Sterling, in each case, at the Principal Office designated by the Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of (x) the Initial Dollar Term Loans available to Lead the Borrower by the close of business on the Closing Date by causing an amount of same day funds Same Day Funds in Dollars and (y) the Initial Pounds Sterling Term Loans available to the Borrower on the Closing Date by causing an amount of Same Day Funds in Pounds Sterling, in each case, equal to the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead the Borrower at Administrative Agent’s the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Lead the Borrower.

Borrowing Mechanics for Term Loans. (i) Lead Each Term Loan shall be made as part of a Borrowing consisting of Term Loans of the same Class and Type made by the Lenders of such Class proportionately to their applicable Pro Rata Shares. At the commencement of each Interest Period for any Eurodollar Rate Borrowing, such Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess of such amount; provided that (A) a Eurodollar Rate Borrowing that results from a continuation of an outstanding Eurodollar Rate Borrowing may be in an aggregate amount that is equal to the amount of such outstanding Borrowing and (B) a Eurodollar Rate Borrowing made on any Credit Date may be in an aggregate amount that is equal to the entire unused balance of the Term Loan Commitments of the applicable Class at such time. (ii) To request a Borrowing, the Borrower shall deliver to the Administrative Agent a fully completed and executed Funding Notice no later than (A) if such Funding Notice requests in the case of a LIBOR Eurodollar Rate LoanBorrowing, three not later than 12:00 noon (3New York City time) at least four Business Days prior to in advance of the Closing proposed Credit Date or (which shall be a Business Day) and (B) if such Funding Notice requests in the case of a Base Rate LoanBorrowing, two not later than 10:00 a.m. (2New York City time) at least one Business Days prior to Day in advance of the Closing Date, proposed Credit Date (which shall be a Business Day) (or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall with respect to any Borrowing to be irrevocable made on and after the related Interest Rate Determination Closing Date, and Lead Borrower shall such shorter period as may be bound acceptable to make a borrowing in accordance therewiththe Administrative Agent). Promptly upon receipt by the Administrative Agent of such a Funding NoticeNotice in accordance with this paragraph, the Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent applicable Class of the details thereof and Lenders (A) may act without liability upon of the basis amount of written, facsimile, or telephonic notice believed by Administrative Agent in good faith such Lender’s Term Loan to be from Lead Borrower (or from made as part of the requested Borrowing. Following delivery of a Funding Notice for a Eurodollar Rate Borrowing, any Authorized Officer thereof designated in writing purportedly from Lead Borrower failure to Administrative Agent), (B) make such Borrowing shall be entitled subject to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeSection 2.15(c). (iiiii) Each Lender shall make the principal amount of its Term Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than 12:00 noon (New York City time) on the Closing Date, applicable Credit Date by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver Dollars to the account of the conditions precedent specified herein, Administrative Agent shall most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make the proceeds of the each such Term Loans Loan available to Lead the Borrower by promptly remitting the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Dateamounts so received, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Datelike funds, to the account of Lead specified by the Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead Borrowerthe applicable Funding Notice.

Borrowing Mechanics for Term Loans. (i) Lead Each Term Loan shall be made as part of a Borrowing consisting of Term Loans of the same Class and Type made by the Lenders of such Class proportionately to their applicable Pro Rata Shares. At the commencement of each Interest Period for any Eurodollar Rate Borrowing, such Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess of such amount; provided that (A) a Eurodollar Rate Borrowing that results from a continuation of an outstanding Eurodollar Rate Borrowing may be in an aggregate amount that is equal to the amount of such outstanding Borrowing and (B) a Eurodollar Rate Borrowing made on any Credit Date may be in an aggregate amount that is equal to the entire unused balance of the Term Loan Commitments of the applicable Class at such time. (ii) To request a Borrowing, the Borrower shall deliver to the Administrative Agent a fully completed and executed Funding Notice no later than (A) if such Funding Notice requests in the case of a LIBOR Eurodollar Rate LoanBorrowing, three not later than 12:00 noon (3New York City time) at least four Business Days prior to in advance of the Closing proposed Credit Date or (which shall be a Business Day) and (B) if such Funding Notice requests in the case of a Base Rate LoanBorrowing, two not later than 10:00 a. m. (2New York City time) at least one Business Days prior to Day in advance of the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan proposed Credit Date (which shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewithBusiness Day). Promptly upon receipt by the Administrative Agent of such a Funding NoticeNotice in accordance with this paragraph, the Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent applicable Class of the details thereof and Lenders (A) may act without liability upon of the basis amount of written, facsimile, or telephonic notice believed by Administrative Agent in good faith such Lender’s Term Loan to be from Lead Borrower (or from made as part of the requested Borrowing. Following delivery of a Funding Notice for a Eurodollar Rate Borrowing, any Authorized Officer thereof designated in writing purportedly from Lead Borrower failure to Administrative Agent), (B) make such Borrowing shall be entitled subject to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeSection 2.15(c). (iiiii) Each Lender shall make the principal amount of its Term Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than 12:00 noon (New York City time) on the Closing Date, applicable Credit Date by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver Dollars to the account of the conditions precedent specified herein, Administrative Agent shall most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make the proceeds of the each such Term Loans Loan available to Lead the Borrower by promptly remitting the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Dateamounts so received, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Datelike funds, to the account of Lead specified by the Borrower at Administrative Agent’s Principal Office or in the applicable Funding Notice. (iv) This Section 2.1(b) shall not apply to such other account as may be designated in writing the transactions with respect to Administrative Agent by Lead Borrowerthe Tranche B Term Loans to occur on the Drop Down Date pursuant to the Alon USA Energy Credit Agreement and this Agreement.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Company shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) U.S. Government Securities Business Days prior to the Closing Date or (B) if such with respect to Term Loans made on the Closing Date. Following the Closing Date, whenever Company desires that Lenders make Term Loans, Company shall deliver to Administrative Agent a fully executed and delivered Funding Notice requests no later than 10:00 a.m. (New York City time) at least three U.S. Government Securities Business Days in advance of the proposed Credit Date in the case of a SOFR Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Term Loan that is a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate SOFR Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower Company shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Initial Term Loan and/or Delayed Draw Term Loan available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business Company on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be accounts designated in writing by Company to Administrative Agent by Lead Borrowerin the Funding Notice.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Following the Restatement Date, whenever the Company requests that Lenders make Multi-Draw Term Loans, Company shall deliver to Administrative Agent a fully executed Funding Notice no later than 10:00 a.m. (ANew York City time) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, at least two (2) Business Days prior to in advance of the Closing Date, or, proposed Credit Date in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, the case of a Funding Notice for a Multi-Draw Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination DateLoan, and Lead Borrower shall be bound to make at least one (1) Business Day in advance of the proposed Credit Date in the case of a borrowing in accordance therewithMulti-Draw Term Loan that is a Base Rate Loan. Promptly upon receipt by Administrative Agent of such any Funding Notice, Administrative Agent shall notify each Lender of the proposed requested borrowing. Promptly following receipt of such notice, each Lender shall notify Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice if it consents to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Noticerequested borrowing. (ii) Each Company shall provide any additional information reasonably requested by the Administrative Agent or any Lender in connection with a request for borrowing promptly following receipt of such request. (iii) If the Administrative Agent and Lenders consent to the requested borrowing, each Lender shall make its Term Loan available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business Company on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower Company at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerCompany.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Credit Party Representative shall deliver to Administrative Agent a fully duly executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date or (B) if such with respect to Initial Term Loans to be made on the Closing Date. Following the Closing Date, whenever Companies desire that the Lenders make Multi-Draw Term Loans, Credit Party Representative shall deliver to Administrative Agent a duly executed Funding Notice requests no later than 1:00 p.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a SOFR Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a an Initial Term Loan or a Multi-Draw Term Loan, as applicable, that is a LIBOR Rate SOFR Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower Companies shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Initial Term Loan or Multi-Draw Term Loan, as the case may be, available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business Companies on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from the Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account Credit Party Representative as may be designated in writing to Administrative Agent in the applicable Funding Notice by Lead BorrowerCredit Party Representative. 2.2. [Intentionally Reserved]. 2.

Borrowing Mechanics for Term Loans. (i) Lead Borrower The Company Representative shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such three Business Days prior to the Restatement Date with respect to Term Loans made on the Restatement Date. Following the Restatement Date, whenever the Companies desire that Lenders make Term Loans, the Company Representative shall deliver to Administrative Agent a fully executed and delivered Funding Notice requests no later than 10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a LIBOR Rate Loan, three (3) and at least one Business Days prior to Day in advance of the Closing proposed Credit Date or (B) if such Funding Notice requests in the case of a Term Loan that is a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower the Companies shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Tranche A Term Loan, Tranche B Term Loan and/or MDTL Term Loan, as the case may be, available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business Companies on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be or accounts designated in writing to Administrative Agent by Lead Borrowerthe Company Representative.

Borrowing Mechanics for Term Loans. (i) Lead The Borrower shall deliver to the Administrative Agent a fully executed Funding Notice no later than 10:00 a.m. (ANew York City time) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to on the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Restatement Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by the Administrative Agent of such Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Whenever the Borrower desires that Lenders make a Term Loan on a Term Loan Draw Date, the Borrower shall deliver to the Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (New York City time) at least three (3) Business Days in advance of the proposed Term Loan Draw Date in the case of a Term Loan that is a Eurodollar Rate Loan, and at least one (1) Business Day in advance of the proposed Term Loan Draw Date in the case of a Term Loan that is a Base Rate Loan. Each Lender shall make its Tranche A Term Loan and/or Tranche B Term Loan, as the case may be, available to the Administrative Agent not later than 12:00 noon (New York City time) on the Closing Restatement Date or any Term Loan Draw Date, as the case may be, by wire transfer of same day funds in Dollars, at the Principal Office designated by the Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the applicable Term Loans available to Lead the Borrower by the close of business on the Closing Restatement Date or the applicable Term Loan Draw Date, as the case may be, by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent from the Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead the Borrower at Administrative Agent’s the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by Lead the Borrower.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Each Borrowing of Term Loans shall deliver be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent a fully executed Funding Notice no not later than 12:00 noon (ANew York City time) if such Funding Notice requests a LIBOR Rate Loan, (i) three (3) Business Days prior to the Closing Date or (B) if such Funding Notice requests a Base requested date of any Borrowing of Eurodollar Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contraryLoans, and (Cii) shall have no duty to verify one (1) Business Day before the authenticity requested date of any Borrowing of Base Rate Loans; provided, that such notices may be conditioned on the occurrence of the signature appearing Closing Date or, with respect to Delayed Draw Term Loans or Incremental Term Loans, may be conditioned on the occurrence of any written Funding Noticetransaction utilizing such Delayed Draw Term Loans or Incremental Term Loans. (ii) Each notice by the Borrower pursuant to this Section 2.01(b) must be delivered to the Administrative Agent in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. The Delayed Draw Term Loans shall be available in up to two separate Borrowings of $30,000,000 or one single Borrowing of $60,000,000. Each Committed Loan Notice shall specify (i) that the Borrower is requesting a Term Loan Borrowing, (ii) the requested date of the Borrowing (which shall be a Business Day), (iii) the Type of Term Loans to be borrowed, (iv) the principal amount of Term Loans to be borrowed and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Term Loan in a Committed Loan Notice, then the applicable Term Loans shall be made as Base Rate Loans. If the Borrower requests a Borrowing of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, for such Eurodollar Rate Loans, the Borrower will be deemed to have specified an Interest Period of one (1) month. (iii) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable tranche of Term Loans. In the case of each Borrowing, each Appropriate Lender shall make the amount of its Term Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than noon 1:00 p.m. (New York City time) ), on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and if such Borrowing is on the Closing Date, by wire transfer of same day funds in DollarsSection 4.01), at Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make all funds so received available to the proceeds Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Term Loans available to Lead Borrower by the close of business on the Closing Date by causing an books of the Administrative Agent with the amount of same day such funds or (ii) wire transfer of such funds, in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the each case of Loans made on the Closing Date, in accordance with instructions provided to (and reasonably acceptable to) the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead the Borrower. (iv) The failure of any Lender to make the Term 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 Term Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such other Lender on the date of any Borrowing.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Company shall deliver to Agents a fully executed Funding Notice with respect to the Term Loan A no later than three Business Days prior to the Closing Date (or such shorter time as may be acceptable to the Agents). Whenever Company desires that Lenders make the Term Loan B, Company shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (ANew York City time) if such Funding Notice requests a LIBOR Rate Loan, three at least five (35) Business Days prior to in advance of the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing proposed Credit Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower Company shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of any such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent Agents and Lenders (A) may act without liability upon the basis of written, facsimile, facsimile or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower Company (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower Company to Administrative AgentAgents), (B) shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Term Loan on behalf of Lead Borrower Company until Administrative Agent receives Agents receive written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Term Loan A and/or Term Loan B, as the case may be, available to Administrative Agent (except as provided in Section 2.23) not later than noon 12:00 p.m. (New York City time) on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s 's Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent (except as provided in Section 2.23) shall make the proceeds of the Term Loans available to Lead Borrower by the close of business Company on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower Company at Administrative Agent’s 's Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerCompany.

Borrowing Mechanics for Term Loans. (i) Lead Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than one (A1) if such Funding Notice requests a LIBOR Business Day prior to the Closing Date for Base Rate Loan, Loans and no later than three (3) Business Days prior to the Closing Date (or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior shorter period of time to which the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a ) for Eurodollar Rate Loans (except that the Funding Notice for a with respect to Tranche B-1 Term Loan that is a LIBOR Rate Loan shall Loans to be irrevocable borrowed on and after the related Interest Rate Determination Date, and Lead Borrower shall Amendment No. 2 Effective Date pursuant to the Additional Tranche B-1 Term Commitments may be bound to make a borrowing in accordance therewithprovided on such shorter notice as may be agreed by the Administrative Agent). Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Tranche B Term Loan available to Administrative Agent not later than 12:00 noon (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the applicable conditions precedent specified herein, Administrative Agent shall make the proceeds of the Tranche B Term Loans available to Lead Borrower by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Tranche B Term Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Lead Borrower. (iii) Not later than 12:00 noon (New York City time) on the Amendment No. 2 Effective Date each Additional Tranche B-1 Lender shall make available to the Administrative Agent an amount in immediately available funds equal to the Tranche B-1 Term Loan to be made by such Additional Tranche B-1 Lender pursuant to its Additional Tranche B-1

Borrowing Mechanics for Term Loans. (i) Lead Borrower Each Borrowing of Term Loans shall deliver be made upon the Borrower’s notice to the Administrative Agent, in writing or by telephone (promptly confirmed in writing). Each such notice must be received by the Administrative Agent a fully executed Funding Notice no not later than (A) if such Funding Notice requests a LIBOR Rate Loan, 12:00 noon. three (3) Business Days prior to the Closing Date or requested date of any Borrowing of SOFR Loans, and (B) if such Funding Notice requests a 12:00 noon on the requested date of any Borrowing of Base Rate LoanLoans. Each notice by the Borrower pursuant to this ‎Section 2.01(b) must be delivered to the Administrative Agent in the form of a Committed Loan Notice, two appropriately completed and signed by a Responsible Officer of the Borrower. Each Committed Loan Notice shall specify (1) that the Borrower is requesting a Term Loan Borrowing, (2) the requested date of the Borrowing (which shall be a Business Days prior Day), (3) the principal amount of Term Loans to be borrowed, (4) the Closing DateType of Term Loans to be borrowed and (5) if applicable, or, in each case, such later date as Administrative Agent may agreethe duration of the Interest Period with respect thereto. Except as otherwise provided herein, If the Borrower fails to specify a Funding Notice for a Type of Term Loan that is in a LIBOR Rate Committed Loan Notice, then the applicable Term Loans shall be irrevocable on and after made as Base Rate Loans. If the related Interest Rate Determination Date, and Lead Borrower shall be bound to make requests a borrowing Borrowing of SOFR Loans in accordance therewith. Promptly upon receipt by Administrative Agent of any such Funding Committed Loan Notice, but fails to specify an Interest Period for such SOFR Loans, the Borrower will be deemed to have specified an Interest Period of one month. (ii) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis amount of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity its Pro Rata Share of the signature appearing on any written Funding Notice. (ii) Each applicable tranche of Term Loans. In the case of each Borrowing, each Appropriate Lender shall make the amount of its Term Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than noon (New York time) 1:00 p.m., on the Closing Date, by wire transfer of same day funds Business Day specified in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)the applicable Committed Loan Notice. Upon satisfaction or waiver of the applicable conditions precedent specified hereinto such Borrowing, the Administrative Agent shall make the proceeds of the Term Loans all funds so received available to Lead the Borrower in like funds as received by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited either by (A) in crediting the case account of Loans made the Borrower on the Closing Date, in accordance books of the Administrative Agent with the provisions amount of the Flow of Funds Agreement such funds or (B) after wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead the Borrower. (iii) The failure of any Lender to make the Term 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 Term Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such other Lender on the date of any Borrowing.

Borrowing Mechanics for Term Loans. (i) Lead Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Term Loan available to Administrative Agent not later than noon (New York time) on the Closing Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead Borrower.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Company shall deliver to Administrative Agent a fully executed Funding Notice with respect to the Term Loans no later than 9:00 a.m. (ANew York City time) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to on the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Fourth Amendment Effective Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding NoticeCertificate, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender with a New Term Loan Commitment shall make its New Term Loan available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing Fourth Amendment Effective Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified hereinin Section 3.3, Administrative Agent shall make the proceeds of the New Term Loans available to Lead Borrower by the close of business Company on the Closing Fourth Amendment Effective Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower Company at Administrative Agent’s the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerCompany. (iii) Notwithstanding anything to the contrary in the Existing Credit Agreement, the last day of each Interest Period with respect to any Existing Term Loans outstanding immediately prior to the Fourth Amendment Effective Date that are Eurodollar Loans shall be deemed to be the Fourth Amendment Effective Date. Accordingly, the Fourth Amendment Effective Date shall be an Interest Payment Date with respect to such Existing Term Loans. Each Existing Term Loan Lender having outstanding Existing Term Loans on the Fourth Amendment Effective Date hereby waives any amounts that would otherwise be due pursuant to Section 2.18(c) as a result of the operation of this Section 2.1(b)(iii).

Borrowing Mechanics for Term Loans. (i) Lead Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later less than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) ten Business Days prior to the Closing Date or (B) if date specified in such Funding Notice requests a Base Rate Loan, two for the proposed borrowing of Term Loans (2) Business Days prior to the Closing “Requested Borrowing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith”). Promptly upon after receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowingborrowing of Term Loans. Administrative Agent and Lenders (A) Notwithstanding the foregoing, Borrower may act without liability upon change the basis date of written, facsimile, or telephonic notice believed such proposed borrowing of Term Loans by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower delivering to Administrative Agent, not less than 3 Business Days prior to the Requested Funding Date, a revised, fully executed Funding Notice specifying a date, which shall not be more than ten Business Days after the Requested Borrowing Date (and in any event shall not be earlier than the Requested Borrowing Date), (B) on which the proposed borrowing of Term Loans shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf occur. Promptly after receipt of Lead Borrower until such revised Funding Notice, Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity notify each Lender of the signature appearing on any written Funding Noticerevised date of the proposed borrowing of Term Loans. (ii) Each Lender shall make its Term Loan available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing Funding Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business on the Closing Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Lead Borrower.

Borrowing Mechanics for Term Loans. (i) Lead The Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (Ax) if such Funding Notice requests a LIBOR one (1) day prior to the applicable Closing Date with respect to Base Rate Loan, Term Loans and (y) three (3) Business Days days prior to the applicable Closing Date with respect to Term SOFR Term Loans (or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior shorter period as may be reasonably acceptable to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewithAgent). Promptly upon receipt by Administrative the Agent of such Funding Notice, Administrative the Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Term Loan available to Administrative the Agent not later than noon 9:00 a.m. (New York City time) on the applicable Closing Date, by wire transfer of same day immediately available funds in Dollars, Dollars at Administrative the principal office designated by the Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, Administrative the Agent shall make the proceeds of the Term Loans available to Lead the Borrower by the close of business on the any Closing Date by causing an amount of same day immediately available funds in Dollars equal to the proceeds of all such Term Loans received by Administrative the Agent from the applicable Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead the Borrower at Administrative the Agent’s Principal Office principal office or to such other account as may be designated in writing to Administrative the Agent by Lead the Borrower. (iii) With respect to SOFR or Term SOFR, the Agent will have the right, in consultation with the Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Borrowing Mechanics for Term Loans. (i) Lead The Borrower shall deliver to the Administrative Agent a fully executed Funding Notice no later than (Ax) if such Funding Notice requests a LIBOR Rate Loan, three 12:00 noon (3New York City time) Business Days [REDACTED – Time Period] prior to the Closing Date or (B) if such Funding Notice requests a with respect to Base Rate Loan, two Loans and (2y) Business Days [REDACTED – Time Period] prior to the Closing Date, or, in each case, Date with respect to Eurocurrency Rate Loans (or such later date shorter period as may be acceptable to Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewithAgent). Promptly upon receipt by the Administrative Agent of such Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make (x) its Initial Dollar Term Loan Loans available to the Administrative Agent not later than noon 9:00 a.m. (New York City time) on the Closing Date, by wire transfer of same day funds Same Day Funds in Dollars, and (y) its Initial Pounds Sterling Term Loans available to the Administrative Agent not later than 9:00 a.m. (New York City time) on the Closing Date, by wire transfer of Same Day Funds in Pounds Sterling, in each case, at the Principal Office designated by the Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of (x) the Initial Dollar Term Loans available to Lead the Borrower by the close of business on the Closing Date by causing an amount of same day funds Same Day Funds in Dollars and (y) the Initial Pounds Sterling Term Loans available to the Borrower on the Closing Date by causing an amount of Same Day Funds in Pounds Sterling, in each case, equal to the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead the Borrower at Administrative Agent’s the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Lead the Borrower.

Borrowing Mechanics for Term Loans. (i) Lead The U.S. Borrower and each Euro Borrower shall each deliver to the Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) one Business Days Day prior to the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Effective Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by the Administrative Agent of such Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Domestic Tranche C Term Loan and/or respective European Term Loans, as the case may be, available to the Administrative Agent not later than noon 12:00 p.m. (New York timeLocal Time) on the Closing Effective Date, by wire transfer of same day funds in DollarsDollars or Euro, as applicable, at the Principal Office designated by the Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified hereinset forth in Section 3.3, the Administrative Agent shall make the proceeds of (a) the Domestic Tranche C Term Loans available to Lead the U.S. Borrower by the close of business on the Closing Effective Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by U.S. the Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead the U.S. Borrower at the Principal Office designated by U.S. the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the U.S. Borrower and (b) European Term Loans available to the relevant Euro Borrowers on the Effective Date by causing an amount of same day funds in Euro equal to the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited to the account of the relevant Euro Borrowers at the Administrative Agent’s Principal Office or to such other account as may be designated in writing to the Administrative Agent by Lead Borrowerthe relevant Euro Borrowers. (iii) On the Second Restatement Effective Date, each Extended Domestic Tranche C Term Loan is part of a borrowing consisting of Extended Domestic Tranche C Term Loans held by the Extended Domestic Tranche C Term Loan Lenders ratably in accordance with their Domestic Tranche C Term Loans outstanding on the Second Restatement Effective Date, each Extended European Term Loan C1 is part of a borrowing consisting of Extended European Term Loans C1 held by the Extended European Term Loan C1 Lenders ratably in accordance with their European Term Loans C1 outstanding on the Second Restatement Effective Date, and each Extended European Term Loan C2 is part of a borrowing consisting of Extended European Term Loans C2 held by the Extended European Term Loan C2 Lenders ratably in accordance with their European Term Loans C2 outstanding on the Second Restatement Effective Date.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Subject to Section 4.01(a)(i) and Section 2.16(e), each Borrowing of Term Loans shall deliver be made upon the Borrower’s irrevocable notice to the Administrative Agent a fully executed Funding Notice no later than Agent, which may be given by: (A) if telephone, or (B) a Swing Line Loan Request; provided that any telephonic notice by Borrower must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a Committed Loan Request. Each such Funding Notice requests a LIBOR Rate Loan, notice must be received by the Administrative Agent not later than 12:00 noon (New York City time) (i) three (3) Business Days prior to the Closing Date or (B) if such Funding Notice requests a Base requested date of any Borrowing of Eurodollar Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contraryLoans, and (Cii) shall have no duty to verify one (1) Business Day before the authenticity requested date of any Borrowing of Base Rate Loans; provided, that such notices may be conditioned on the occurrence of the signature appearing Closing Date or, with respect to Incremental Term Loans, may be conditioned on the occurrence of any written Funding Noticetransaction anticipated to occur in connection with such Incremental Term Loans. (ii) Each notice by the Borrower pursuant to this Section 2.01(b) must be delivered to the Administrative Agent in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Committed Loan Notice shall specify (A) that the Borrower is requesting a Term Loan Borrowing, (B) the requested date of the Borrowing (which shall be a Business Day), (C) the Type of Term Loans to be borrowed, (D) the principal amount of Term Loans to be borrowed and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Term Loan in a Committed Loan Notice, then the applicable Term Loans shall be made as Base Rate Loans. If the Borrower requests a Borrowing of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, for such Eurodollar Rate Loans, the Borrower will be deemed to have specified an Interest Period of one (1) month. (iii) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable tranche of Term Loans. In the case of each Borrowing, each Appropriate Lender shall make the amount of its Term Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than noon 1:00 p.m. (New York City time) ), on the Closing Date, by wire transfer of same day funds Business Day specified in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)the applicable Committed Loan Notice. Upon satisfaction or waiver of the conditions precedent specified hereinapplicable conditions, the Administrative Agent shall make the proceeds of the Term Loans all funds so received available to Lead the Borrower in like funds as received by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited either by (A) in crediting the case account of Loans made the Borrower on the Closing Date, in accordance books of the Administrative Agent with the provisions amount of the Flow of Funds Agreement such funds or (B) after wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead the Borrower. (iv) The failure of any Lender to make the Term 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 Term Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such other Lender on the date of any Borrowing.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Whenever Company desires that Lenders make Term Loans, Company shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 12:00 p.m. (ANew York City time) if such Funding Notice requests at least five Business Days in advance of the proposed Credit Date in the case of a LIBOR LIBO Rate Loan, three (3) and at least one Business Days prior to Day in advance of the Closing proposed Credit Date or (B) if such Funding Notice requests in the case of a Term Loan that is a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR LIBO Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower Company shall be bound to make a borrowing in accordance therewith; provided, however, that (x) the Funding Notice for the TrueBridge Acquisition Term Loan may be conditioned on the occurrence of the TrueBridge Acquisition Closing occurring on the TrueBridge Acquisition Closing Date and (y) the Funding Notice for the Enhanced Capital Acquisition Term Loan may be conditioned on the occurrence of the TrueBridgeEnhanced Capital Acquisition Closing occurring on the TrueBridgeEnhanced Capital Acquisition Closing Date. Promptly upon receipt by Administrative Agent of any such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Term Loan available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified hereinherein and receipt of all requested Loan funds, Administrative Agent shall make the proceeds of the relevant Term Loans available to Lead Borrower by the close of business Company on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower Company at Administrative Agent’s the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerCompany.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Company shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date (or (B) if such Funding Notice requests a Base Rate Loanshorter period permitted by Administrative Agent), two (2) Business Days prior with respect to Term Loans made on the Closing Date. Following the Closing Date (and subject to the conditions set forth in Section 3.2), orwhenever Company desires that Lenders make a Delayed Draw Term Loan, in each case, such later date as Company shall deliver to Administrative Agent may agreea fully executed and delivered Funding Notice at least 15 Business Days in advance of the proposed Credit Date (or such shorter period consented to by Administrative Agent). Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR LIBORSOFR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower Company shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of any such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, written or telephonic facsimile notice believed by Administrative Agent in good faith to be from Lead Borrower Company (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower Company to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Term Loan on behalf of Lead Borrower Company until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Initial Term Loan available to Administrative Agent not later than noon (New York time) 12:00 p.m. on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s 's Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business Company on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower Company at Administrative Agent’s 's Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerCompany.

Borrowing Mechanics for Term Loans. (i) Lead The Borrower Representative with respect to each Term Loan shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, written or telephonic telecopied notice believed by Administrative Agent in good faith to be from Lead the Borrower Representative (or from any Authorized Officer thereof designated in writing purportedly from Lead the Borrower Representative to Administrative Agent), (B) . 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 Lead Borrower the Borrowers until Administrative Agent receives written notice to the contrary, . Administrative Agent and (C) Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Term Loan Loans available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at to Administrative Agent’s Principal Office (as identified on Appendix B)Account. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business Borrowers on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) to the account designated by the Borrowers in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerAgreement.

Borrowing Mechanics for Term Loans. (i) Lead Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to (A) the Closing Date or xxxxx (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the First Amendment Closing Date, as applicable, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan (other than a First Amendment Term Loan) that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Closing Date Term Loan available to Administrative Agent not later than noon (New York time) on the Closing Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Closing Date Term Loans available to Lead Borrower by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead Borrower. (iii) Each Lender shall make its First Amendment Term Loan available to Administrative Agent not later than noon (New York time) on the First Amendment Closing Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the First Amendment Term Loans available to Borrower by the close of business on the First Amendment Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Borrower.

Borrowing Mechanics for Term Loans. (i) Lead Term Loans shall be made in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Whenever any Borrower desires that Lenders make a Term Loan, such Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 11:00 a.m. (ANew York City time) if such Funding Notice requests at least three Business Days in advance of the proposed Credit Date in the case of a LIBOR Eurodollar Rate Loan, three (3) and at least one Business Days prior to Day in advance of the Closing proposed Credit Date or (B) if such Funding Notice requests in the case of a Revolving Loan that is a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead the applicable Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon . (iii) Notice of receipt of each Funding Notice in respect of Term Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by Administrative Agent of such Funding Noticeto each applicable Lender by telefacsimile with reasonable promptness, but (provided Administrative Agent shall notify each Lender of have received such notice by 11:00 a.m. (New York City time)) not later than 2:00 p.m. (New York City time) on the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to same day as Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf receipt of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Noticesuch Notice from such Borrower. (iiiv) Each Lender shall make its Term Loan available to Administrative Agent not later than noon 1:00 p.m. (New York City time) on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business Borrowers on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower Borrowers at Administrative Agent’s the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerBorrowers. (v) Notwithstanding anything to the contrary herein, Borrowers may only request the Lenders to make Term Loans on up to three occasions (including the Closing Date) during the Term Loan Funding Period. (vi) Unless the Term Loan Commitments have been reduced in accordance with Section 2.13(b) or terminated in accordance with Section 8.1, on the last day of the Term Loan Funding Period, Borrowers shall be deemed to have made a funding request for a final Term Loan in an aggregate amount equal to the excess of (A) the Term Loan Commitments and (B) the aggregate principal amount of Term Loans previously made by the Lenders hereunder. The Credit Date for such final Term Loan shall be three Business Days after the last day of the Term Loan Funding Period. Administrative Agent shall deliver notice to each Lender with a Term Loan Commitment of such request in accordance with paragraph (ii) above.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Company shall deliver to Administrative Agent a fully executed and delivered (A) Closing Date Certificate (which shall be deemed to be a Funding Notice with respect to the Term Loans to be funded on the Closing Date for all purposes hereof) no later than 10:00 a.m. (ANew York City time) if such Funding Notice requests at least three Business Days in advance of the Closing Date in the case of a LIBOR Term Loan which is a Eurodollar Rate Loan, three (3) and at least one Business Days prior to Day in advance of the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to in the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for case of a Term Loan that is a LIBOR Base Rate Loan shall be irrevocable on and after (B) Funding Notice no later than 10:00 a.m. (New York City time) at least three Business Days in advance of each Tranche A Subsequent Funding Date in the related Interest case of a Tranche A Term Loan which is a Eurodollar Rate Determination DateLoan, and Lead Borrower shall be bound to make at least one Business Day in advance of each Tranche A Subsequent Funding Date in the case of a borrowing in accordance therewithTranche A Term Loan that is a Base Rate Loan. Promptly upon receipt by Administrative Agent of such Funding Certificate or Notice, as applicable, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Tranche A Term Loan and Tranche B Term Loan, as the case may be, available to Administrative Agent not later than noon 12:00 p.m. (New York City time) on the Closing Date, or each Tranche A Subsequent Funding Date, as applicable, by wire transfer of same day funds in Dollars, at Administrative Agent’s 's Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business Company on the Closing Date Date, or each Tranche A Subsequent Funding Date, as applicable, by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower Company at Administrative Agent’s 's Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerCompany.

Borrowing Mechanics for Term Loans. (i) Lead Parent Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days days prior to the Closing Date with respect to the Term Loans (or (B) if such shorter period as may be acceptable to Administrative Agent). Promptly upon receipt by Administrative Agent of such Funding Notice requests a Base Rate LoanNotice, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agreeshall notify each Lender of the proposed borrowing. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Parent Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Term Loan available to Administrative Agent not later than noon 10.30am (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Parent Borrower by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the any account of Lead Parent Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead Parent Borrower.

Borrowing Mechanics for Term Loans. (i) Lead Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than three Business Days prior to the Closing Date (A) if or such shorter period permitted by Administrative Agent), with respect to Term Loans made on the Closing Date. Following the Closing Date (and subject to the conditions set forth in Section 3.2), whenever Borrower desires that Lenders make a Loan, Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice requests a LIBOR no later than 12:00 p.m. (New York City time) at least one (1) Business Day prior to the proposed Credit Date for any Base Rate Loan, Loan and at least three (3) Business Days prior to the Closing proposed Credit Date for any SOFR Loan (or (B) if such Funding Notice requests a Base Rate in the case of any Incremental Term Loan, two (2) Business Days prior to at such other times as may be set forth in the Closing Date, or, in each case, such later date as Administrative Agent may agreeapplicable Incremental Amendment). Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate SOFR Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of any such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, written or telephonic facsimile notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its applicable Term Loan available to Administrative Agent not later than noon (New York time) 12:00 p.m. on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the applicable Term Loans available to Lead Borrower by the close of business on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerBxxxxxxx.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Subject to Section 4.01(a)(i) and Section 2.13(a), each Borrowing of Term Loans shall deliver be made upon the Borrower’s notice to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent a fully executed Funding Notice no not later than (A) if such Funding Notice requests a LIBOR Rate Loan, 1:00 p.m. three (3) Business Days prior to the Closing Date or requested date of any Borrowing of Term Benchmark Loans and (B) if such Funding Notice requests a 12:00 noon one Business Day prior to the requested date of any Borrowing of Base Rate LoanLoans; provided however that: (1) if the Borrower wishes to request Term Benchmark Loans having an Interest Period other than one, two (2) three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the Closing Daterequested date of such Borrowing (or such shorter period as reasonably agreed by the Administrative Agent), orconversion or continuation, in each case, such later date as whereupon the Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after give prompt notice to the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent applicable Lenders of such Funding Noticerequest and determine whether the requested Interest Period is acceptable to all of them and not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify each Lender the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders and (2) any (I) such notice delivered in connection with the initial Borrowing of Term Loans on the Closing Date must be received by the Administrative Agent no later than 1:00 p.m. on the Closing Date and (II) such notices may be conditioned on the occurrence of the proposed borrowing. Administrative Agent and Lenders (A) Closing Date or, with respect to an Incremental Facility, may act without liability upon be conditioned on the basis occurrence of written, facsimile, or telephonic notice believed by Administrative Agent any transaction anticipated to occur in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Noticeconnection with such Incremental Facility. (ii) Each notice by the Borrower pursuant to this Section 2.01(b) must be delivered to the Administrative Agent in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Committed Loan Notice shall specify: (A) that the Borrower is requesting a Term Loan Borrowing, (B) the requested date of the Borrowing (which shall be a Business Day), (C) the principal amount of Term Loans to be borrowed, (D) the Type of Term Loans to be borrowed and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Term Loan in a Committed Loan Notice, then (x) in the case of Term Loans denominated in Dollars, the applicable Term Loans shall be made as Base Rate Loans and (y) in the case of Term Loans denominated in an Alternative Currency, the applicable Term Loans shall be made as Term Benchmark Loans with an Interest Period of one month. If the Borrower requests a Borrowing of Term Benchmark Loans in any such Committed Loan Notice, but fails to specify an Interest Period, for such Term Benchmark Loans, the Borrower will be deemed to have specified an Interest Period of one month. (iii) Borrowings of more than one Type may be outstanding at the same time; provided that the total number of Interest Periods for Term Benchmark Loans outstanding under this Agreement at any time shall comply with Section 2.07(d). (iv) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable tranche of Term Loans. In the case of each Borrowing, each Appropriate Lender shall make the amount of its Term Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than noon (New York time) 1:00 p.m., on the Closing Date, by wire transfer of same day funds Business Day specified in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)the applicable Committed Loan Notice. Upon satisfaction or waiver of the applicable conditions precedent specified hereinto such Borrowing, the Administrative Agent shall make the proceeds of the Term Loans all funds so received available to Lead the Borrower in like funds as received by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited either by (A) in crediting the case account of Loans made the Borrower on the Closing Date, in accordance books of the Administrative Agent with the provisions amount of the Flow of Funds Agreement such funds or (B) after wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead the Borrower. (v) The failure of any Lender to make the Term 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 Term Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such other Lender on the date of any Borrowing.

Borrowing Mechanics for Term Loans. (i) Lead Borrower shall deliver to Administrative Agent a fully executed Funding Notice Notice, which shall note the date of the requested borrowing, the amount of the requested borrowing, whether such borrowing shall be Base Rate Loans or LIBOR Loans (and if LIBOR Loans, the Interest Period applicable to such Loans), and Borrower’s wiring instructions, no later than 2:00 p.m. (ANew York time) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Term Loan available to Administrative Agent not later than noon (New York time) on the Closing Date, by wire transfer of same day funds in Dollars, at to the Administrative Agent’s Principal Office (Account as identified on Appendix B)in the Flow of Funds Agreement. Upon satisfaction or waiver of the conditions precedent specified hereinherein and upon receipt of all requested funds, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office as set forth in a Funding Notice or to such other account as may be designated in writing to Administrative Agent by Lead Borrower.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Company shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date (or (B) if such Funding Notice requests a Base Rate Loanshorter period permitted by Administrative Agent), two (2) Business Days prior with respect to Term Loans made on the Closing Date. Following the Closing Date (and subject to the conditions set forth in Section 3.2), orwhenever Company desires that Lenders make a Delayed Draw Term Loan, in each case, such later date as Company shall deliver to Administrative Agent may agreea fully executed and delivered Funding Notice at least 15 Business Days in advance of the proposed Credit Date (or such shorter period consented to by Administrative Agent). Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower Company shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of any such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, written or telephonic facsimile notice believed by Administrative Agent in good faith to be from Lead Borrower Company (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower Company to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower Company until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Initial Term Loan available to Administrative Agent not later than noon (New York time) 12:00 p.m. on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business Company on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower Company at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead BorrowerCompany.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Subject to Section 4.01(a)(i) and Section 2.16(a), each Borrowing of Term Loans shall deliver be made upon the Borrower’s notice to the Administrative Agent, in writing or by telephone (and promptly confirmed in writing). Each such notice must be received by the Administrative Agent a fully executed Funding Notice no not later than (A) if 1:00 p.m. three U.S. Government Securities Business Days prior to the requested date of any Borrowing of Term SOFR Loans and (B) 12:00 noon one Business Day prior to the requested date of any Borrowing of Base Rate Loans; provided however that (1) [reserved] and (2) any (I) such Funding Notice requests a LIBOR Rate Loan, three (3) notice delivered in connection with the initial Borrowing of Term Loans on the Closing Date must be received by the Administrative Agent no later than 12:00pm two Business Days prior to the Closing Date or and (BII) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to notices may be conditioned on the occurrence of the Closing Date, Date or, with respect to an Incremental Facility, may be conditioned on the occurrence of any transaction anticipated to occur in each case, connection with such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeIncremental Facility. (ii) Each notice by the Borrower pursuant to this Section 2.01(b) must be delivered to the Administrative Agent in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Committed Loan Notice shall specify (A) that the Borrower is requesting a Term Loan Borrowing, (B) the requested date of the Borrowing (which shall be a Business Day), (C) the principal amount of Term Loans to be borrowed, (D) the Type of Term Loans to be borrowed, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Term Loan in a Committed Loan Notice, then the applicable Term Loans shall be made as Base Rate Loans. If the Borrower requests a Borrowing of Term SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, for such Term SOFR Loans, the Borrower will be deemed to have specified an Interest Period of one month. (iii) Borrowings of more than one Type may be outstanding at the same time; provided that the total number of Interest Periods for Term SOFR Loans outstanding under this Agreement at any time shall comply with Section 2.10(g). (iv) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable tranche of Term Loans. In the case of each Borrowing, each Appropriate Lender shall make the amount of its Term Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than noon (New York time) 1:00 p.m., on the Closing Date, by wire transfer of same day funds Business Day specified in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)the applicable Committed Loan Notice. Upon satisfaction or waiver of the applicable conditions precedent specified hereinto such Borrowing, the Administrative Agent shall make the proceeds of the Term Loans all funds so received available to Lead the Borrower in like funds as received by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited either by (A) in crediting the case account of Loans made the Borrower on the Closing Date, in accordance books of the Administrative Agent with the provisions amount of the Flow of Funds Agreement such funds or (B) after wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead the Borrower. (v) The failure of any Lender to make the Term 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 Term Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such other Lender on the date of any Borrowing.

Borrowing Mechanics for Term Loans. (i) Lead Parent Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date with respect to the Term Loans made on the Closing Date (or such shorter period as may be acceptable to Administrative Agent) (B) if such Funding Notice requests a Base Rate the date which the Administrative Agent agrees to fund the Term Loan, two (2the “Funding Date”) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Date with respect to the applicable Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewithLoan. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. In connection with the First Amendment and with respect to the Incremental Tranche A Term Loans, the Funding Notice shall be delivered to Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by at such time as Administrative Agent reasonably requests, and in good faith to be from Lead Borrower any event, no earlier than three (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B3) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice Business Days prior to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding NoticeFirst Amendment Effective Date. (ii) Each Lender shall make its Term Loan available to Administrative Agent not later than noon 10:30 am (New York City time) on the Closing Closingapplicable Funding Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office Office. (as identified on Appendix B). iii) Upon satisfaction or waiver waiver, in the Administrative Agent’s sole discretion, of the conditions precedent specified hereinherein or in the First Amendment, as applicableagreed to in writing by the Administrative Agent and Parent Borrower in connection with the funding of the applicable Term Loans, Administrative Agent shall make the proceeds of the Term Loans available to Lead Parent Borrower by the close of business on the Closing Date or the First Amendment Effective Date, as applicable,Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the any account of Lead Parent Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead Parent Borrower.

Borrowing Mechanics for Term Loans. (i) Lead Administrative Borrower shall deliver to Administrative Service Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Date. Following the Closing Date, orwhenever Borrowers desire that Lenders make Term Loans, Administrative Borrower shall deliver to Service Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (New York City time) at least three Business Days in each caseadvance of the proposed Credit Date in the case of a LIBOR Rate Loan, such later date as Administrative Agent may agreeand at least one Business Day in advance of the proposed Credit Date in the case of a Term Loan that is a Base Rate Loan. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Datedate of receipt by the Service Agent, and Lead Borrower Borrowers shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Service Agent of such any Funding Notice, Administrative Service Agent shall notify each Lender of the proposed borrowing. Administrative Service Agent and Lenders (A) may act without liability upon the basis of written, facsimile, facsimile or telephonic notice believed by Administrative Service Agent in good faith to be from Lead Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Administrative Borrower to Administrative Service Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower Borrowers until Administrative Service Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Term Loan A and/or Term Loan B, as the case may be, available to Administrative Service Agent not later than noon 12:00 p.m. (New York City time) on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars, at Administrative Service Agent’s Principal Office (as identified on Appendix B)Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Service Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business Borrowers on the Closing applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Service Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower Company at Administrative Service Agent’s Principal Office or to such other account as may be designated in writing to Administrative Service Agent by Lead Administrative Borrower.

Borrowing Mechanics for Term Loans. (i) Lead Borrower Each Borrowing of Term Loans shall deliver be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent a fully executed Funding Notice no not later than 12:00 noon (ANew York City time) if such Funding Notice requests a LIBOR Rate Loan, (i) three (3) Business Days prior to the Closing Date or (B) if such Funding Notice requests a Base requested date of any Borrowing of Eurodollar Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contraryLoans, and (Cii) shall have no duty to verify one (1) Business Day before the authenticity requested date of any Borrowing of Base Rate Loans; provided, that such notices may be conditioned on the occurrence of the signature appearing Closing Date or, with respect to Incremental Term Loans, may be conditioned on the occurrence of any written Funding Noticetransaction utilizing such Incremental Term Loans. (ii) Each notice by the Borrower pursuant to this Section 2.01(b) must be delivered to the Administrative Agent in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Committed Loan Notice shall specify (i) that the Borrower is requesting a Term Loan Borrowing, (ii) the requested date of the Borrowing (which shall be a Business Day), (iii) the Type of Term Loans to be borrowed and (iv) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Term Loan in a Committed Loan Notice, then the applicable Term Loans shall be made as Base Rate Loans. If the Borrower requests a Borrowing of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, for such Eurodollar Rate Loans, the Borrower will be deemed to have specified an Interest Period of one (1) month. (iii) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable tranche of Term Loans. In the case of each Borrowing, each Appropriate Lender shall make the amount of its Term Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than noon 1:00 p.m. (New York City time) ), on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and if such Borrowing is on the Closing Date, by wire transfer of same day funds in DollarsSection 4.01), at Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make all funds so received available to the proceeds Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Term Loans available to Lead Borrower by the close of business on the Closing Date by causing an books of the Administrative Agent with the amount of same day such funds or (ii) wire transfer of such funds, in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the each case of Loans made on the Closing Date, in accordance with instructions provided to (and reasonably acceptable to) the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead the Borrower. (iv) The failure of any Lender to make the Term 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 Term Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such other Lender on the date of any Borrowing.

Borrowing Mechanics for Term Loans. (a) Each Borrowing of Term Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may only be given in writing. Subject to Section 4.02 (or, in the case of the Initial Term Loans, Section 4 of the Restatement Agreement), each such notice must be received by the Administrative Agent not later than 12:00 noon (New York City time) (i) Lead Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days or such shorter period as may be acceptable to the Administrative Agent (or, in the case of the Initial Term Loans, one (1) Business Day) prior to the Closing Date or requested date of any Borrowing of Eurodollar Rate Loans, and (Bii) one (1) Business Day before the requested date of any Borrowing of Base Rate Loans; provided, that such notices may be conditioned on the occurrence of any transaction utilizing such Term Loans. (b) Each notice by the Borrower pursuant to this Section 2.01(2) must be delivered to the Administrative Agent in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Committed Loan Notice shall specify: (i) that the Borrower is requesting a Borrowing of Term Loans, (ii) the requested date of the Borrowing (which shall be a Business Day), (iii) the Type of Term Loans to be borrowed, and (iv) if such Funding Notice applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Term Loan in a Committed Loan Notice, then the applicable Term Loans shall be made as Base Rate Loans. If the Borrower requests a Base Borrowing of Eurodollar Rate Loan, two (2) Business Days prior to the Closing Date, or, Loans in each case, any such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Committed Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, but fails to specify an Interest Period, for such Eurodollar Rate Loans, the Borrower will be deemed to have specified an Interest Period of one (1) month. (c) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis amount of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity its Pro Rata Share of the signature appearing on any written Funding Notice. (ii) Each applicable tranche of Term Loans. In the case of each Borrowing, each Appropriate Lender shall make the amount of its Term Loan available to the Administrative Agent by wire transfer in Same Day Funds at the Administrative Agent’s Office not later than noon 1:00 p.m. (New York City time) ), on the Closing Date, by wire transfer of same day funds Business Day specified in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B)the applicable Committed Loan Notice. Upon satisfaction or waiver of the applicable conditions precedent specified hereinset forth in Section 4.02 (or, if such Borrowing is on the Restatement Effective Date, Section 4 of Restatement Agreement), the Administrative Agent shall make all funds so received available to the proceeds Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Term Loans available to Lead Borrower by the close of business on the Closing Date by causing an books of the Administrative Agent with the amount of same day such funds or (ii) wire transfer of such funds, in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the each case of Loans made on the Closing Date, in accordance with instructions provided to (and reasonably acceptable to) the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead the Borrower. (d) The failure of any Lender to make the Term 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 Term Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such other Lender on the date of any Borrowing.