Common use of Borrowing Mechanics for Term Loans Clause in Contracts

Borrowing Mechanics for Term Loans. (i) The Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than one (1) Business Days prior to the Closing Date, which notice may be conditional upon the occurrence of the consummation of the Acquisition. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, available to the Administrative Agent not later than 12:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Date, by wire transfer of same day funds in Dollars or Euros, as the case may be, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Borrower on the Closing 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 to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than one (1) Business Days Day prior to the Closing Restatement Date, which notice may be conditional upon the occurrence of the consummation of the Acquisition. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, available to the Administrative Agent not later than 12:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. p.m. (London time) on the Closing Restatement Date, by wire transfer of same day funds in Dollars or Euros, as the case may be, at the Principal Office designated by the Administrative AgentAgent (or provide the Administrative Agent with a Restatement Date Conversion Notice with respect to its Original Term Loans in lieu of such funding requirement). Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Borrower on the Closing Restatement Date by causing an amount of same day funds in Dollars or Euros, as applicable, equal to the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than one (1x) Business Days the Closing Date with respect to Base Rate Loans and (y) three (3) days prior to the Closing Date, which notice Date with respect to Eurodollar Rate Loans (or such shorter period as may be conditional upon the occurrence of the consummation of the Acquisitionacceptable to Administrative Agent). Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A Term Loans and/or Tranche B Term LoansLoan, as the case may be, available to the Administrative Agent not later than 12:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office principal office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Borrower on the Closing 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 to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative Borrowers shall deliver to the Administrative Agent a fully executed Borrowing Notice no not later than 2:00 p.m. (New York City time) one (1) Business Days Day prior to the Closing Date, which notice may be conditional upon the occurrence of the consummation of the Acquisition. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender with an Initial Term Loan Commitment of the proposed borrowing. (ii) Each Lender with an Initial Term Loan Commitment shall make its Tranche A Initial Term Loans and/or Tranche B Term Loans, as the case may be, Loan available to the Administrative Agent not later than 12:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Initial Term Loans available to the applicable Borrower 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 the Administrative Agent from Lenders to be credited wired to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent Borrowers or to such other account Person as may be designated in writing to the Administrative Agent by the applicable BorrowerBorrower Representative.

Borrowing Mechanics for Term Loans. (i) The Parent Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than one three (13) Business Days prior to the Closing Date, which notice Date with respect to the Term Loans (or such shorter period as may be conditional upon the occurrence of the consummation of the Acquisitionacceptable to Administrative Agent). Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, Loan available to the Administrative Agent not later than 12:00 p.m. 10:30 am (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent. ’s Principal Office. (iii) Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Parent Borrower 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 the Administrative Agent from Lenders to be credited to the any account of the applicable Parent Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Parent Borrower.

Borrowing Mechanics for Term Loans. (i) The With respect to each Term Loan requested by the Borrower, the Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than 3:00 p.m. (New York City time) (x) at least one (1) Business Days Day prior to the proposed Credit Date with respect to Base Rate Loans and (y) at least three days prior to the proposed Credit Date with respect to Eurodollar Rate Loans (or, with respect to a Term Loan requested to be made on the Closing Date, which notice such shorter period as may be conditional upon acceptable to the occurrence of Lenders on the consummation of the AcquisitionClosing Date). Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A Pro Rata Share of the Term Loans and/or Tranche B Term Loans, as the case may be, requested to be made on any Credit Date available to the Administrative Agent not later than 12:00 p.m. 10:00 a.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing such Credit Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office principal office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified hereinherein and subject to any required funding of the Debt Service Reserve Account with the proceeds of any Term Loans pursuant to the Depositary Agreement, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Borrower on the Closing requested Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by the Administrative Agent from Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than (x) 10:00 a.m. (New York City time) on a date that is one Business Day prior to the Closing Date with respect to Base Rate Loans and (1y) 10:00 a.m. (New York City time) on a date that is three Business Days prior to the Closing DateDate with respect to Eurodollar Rate Loans (or, which notice in either case, such shorter period as may be conditional upon the occurrence of the consummation of the Acquisitionacceptable to Administrative Agent). Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A Term Loans Loan and/or Tranche B Term LoansLoan, as the case may be, available to the Administrative Agent not later than 12:00 p.m. noon (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the applicable Term Loans available to the applicable Borrower 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 the Administrative Agent from the Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

Borrowing Mechanics for Term Loans. (i) The Parent Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than one three (13) Business Days or such shorter period as may be acceptable to Administrative Agent (the date which the Administrative Agent agrees to fund the Term Loan, the “Funding Date”) prior to the Closing DateFunding Date with respect to the applicable Term Loan. With respect to the Tranche A-4 Term Loan only, which notice may be conditional upon the occurrence Funding Notice delivered by Parent Borrower to Administrative Agent under this paragraph (b)(i) shall specify (A) the requested date of the consummation borrowing (which shall be a Business Day) and (B) the principal amount of the Acquisitionborrowing under the Tranche A-4 Term Loan. Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, Loan available to the Administrative Agent not later than 12:00 p.m. 10:30 am (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing applicable Funding Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction ’s Principal Office. (iii) So long as no Default or waiver Event of the conditions precedent specified hereinDefault shall have occurred and be continuing, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Parent Borrower on the Closing applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by the Administrative Agent from Lenders to be credited to the any account of the applicable Parent Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Parent Borrower.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than one (1x) Business Days the Closing Date with respect to Base Rate Loans and (y) three days prior to the Closing Date, which notice Date with respect to Eurodollar Rate Loans (or such shorter period as may be conditional upon the occurrence of the consummation of the Acquisitionacceptable to Administrative Agent). Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A Term Loans Loan and/or Tranche B Term LoansLoan, as the case may be, available to the Administrative Agent not later than 12:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office principal office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Borrower 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 the Administrative Agent from Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

Borrowing Mechanics for Term Loans. (i) The Parent Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than one three (13) Business Days prior to the Closing Date, which notice Date with respect to the Term Loans made on the Closing Date (or such shorter period as may be conditional upon the occurrence of the consummation of the Acquisitionacceptable to Administrative Agent). Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, the 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 at such time as Administrative Agent reasonably requests, and in any event, no earlier than three (3) Business Days prior to the First Amendment Effective Date. (ii) Each Lender shall make its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, Loan available to the Administrative Agent not later than 12:00 p.m. 10:30 am (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Date, or the First Amendment Effective Date, as applicable, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent. ’s Principal Office. (iii) Upon satisfaction or waiver of the conditions precedent specified hereinherein or in the First Amendment, the as applicable, Administrative Agent shall make the proceeds of the Term Loans available to the applicable Parent Borrower on the Closing Date or the First Amendment Effective Date, as applicable, by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by the Administrative Agent from Lenders to be credited to the any account of the applicable Parent Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Parent Borrower.”

Borrowing Mechanics for Term Loans. (i) The Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than one (1) Business Day prior to the Closing Date in the case of a Term Loan that is a Base Rate Loan and three Business Days prior to the Closing DateDate in the case of a Term Loan that is a Eurocurrency Rate Loan, which notice may be conditional conditioned upon the occurrence of the consummation of the Acquisition. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (iii) Each Lender shall make its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, available to the Administrative Agent not later than 12:00 p.m. 9:00 a.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Date, Date by wire transfer of same day funds in Dollars or Euros, as the case may be, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable U.S. Borrower on the Closing 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 to the account of the applicable U.S. Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable U.S. Borrower.

Borrowing Mechanics for Term Loans. (i) The With respect to each Series of Term Loans, Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than one 12:00 p.m. (1New York City time) Business Days three days prior to the Closing Date, which notice applicable Funding Date (or such shorter period as may be conditional upon the occurrence of the consummation of the Acquisitionagreed by Administrative Agent). Promptly upon receipt by the Administrative Agent of such Borrowing a Funding Notice, the Administrative Agent shall notify each applicable Lender of the proposed borrowingborrowing on the applicable Funding Date. Notwithstanding the foregoing, Administrative Agent may agree to shorter time periods with respect to a Funding Notice. (ii) Each Lender with a Term Loan Commitment with respect to the Series of Term Loans to be borrowed on the applicable Funding Date shall make its Tranche A Term Loans and/or Tranche B Loan with respect to such Series in respect of such Term Loans, as the case may be, Loan Commitment available to the Administrative Agent not later than 12:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Funding Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the such Term Loans available to the applicable Borrower on the Closing Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by the Administrative Agent from Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative shall deliver to the Administrative Agent and the Lead Agents a fully executed Borrowing and delivered Funding Notice no later than one 1:00 p.m. (1New York City time) at least two (2) Business Days prior to the Closing Date, which notice may be conditional upon the occurrence of the consummation of the Acquisition. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender in advance of the proposed borrowingClosing Date together with a schedule of Receivables to be transferred to the Borrower on the Closing Date and certifying the Purchase Price. (ii) Notice of receipt of the Funding Notice, together with the amount of each Lender's Pro Rata Share thereof, if any, together with the applicable Interest Rate, shall be provided by the Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but not later than 2:00 p.m. (New York City time) on the same day as the Administrative Agent's receipt of such Funding Notice from the Borrower (provided the Administrative Agent shall have received such notice from the Borrower by 1:00 p.m. (New York City time)). (iii) Each Lender shall make the amount of its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, Loan available to the Administrative Agent not later than 12:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Date, Date by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent's Principal Office. Upon Except as provided herein, upon satisfaction or waiver by the Lead Agents of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the such Term Loans available to the applicable Borrower 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 the Administrative Agent from the Lenders to be credited to the account of the applicable Borrower at the Administrative Agent's Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative Term Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $100,000 and integral multiples of $50,000 in excess of that amount, and Term Loans that are LIBOR Rate Loans shall be in an aggregate minimum amount of $100,000 and integral multiples of $50,000 in excess of that amount. (ii) Intermediate Holdings shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than one 10:00 a.m. (1New York City time) at least three (3) Business Days prior to the Closing proposed Credit Date in the case of a Term Loan that is a LIBOR Rate Loan, and at least one (1) Business Day prior to 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 Date, which notice may and Companies shall be conditional upon the occurrence of the consummation of the Acquisitionbound to make a borrowing in accordance therewith. Promptly upon receipt by the Administrative Agent of such Borrowing any Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (iiiii) Each Lender shall make its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, Loan available to the Administrative Agent not later than 12:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to Companies on the applicable Borrower on the Closing Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by the Administrative Agent from Lenders to be credited to the account of the applicable Borrower Companies at the Administrative Agent’s Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable BorrowerCompany Agent.

Borrowing Mechanics for Term Loans. (i) The Administrative Borrower Representative shall deliver to the Administrative Agent a an irrevocable fully executed Borrowing Funding Notice no later than one (1) Business Days prior to the Closing Date, which notice may be conditional upon the occurrence of the consummation of the Acquisition. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, available to the Administrative Agent not later than 12:00 p.m. (New York City time) andat least three Business Days in advance of the Closing Date (or such shorter time period as Administrative Agent may agree) in the case of a Eurodollar Rate Loan, with and at least one Business Day in advance of the Closing Date in the case of a Base Rate Loan. (ii) Notice of receipt of the Funding Notice in respect to Foreign Tranche B Term Loans and Foreign Tranche A 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 to each applicable Lender by telefacsimile with reasonable promptness, but (provided Administrative Agent shall have received such Funding Notice by 12:00 P.M. p.m. (London New York City time)) not later than 2:00 p.m. (New York City time) on the same day as Administrative Agent’s receipt of such Funding Notice from Administrative Borrower. (iii) Each Lender shall make the amount of its Term Loan available to Administrative Agent not later than 11:00 a.m. (New York City time) on the Closing Date, Date by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the of Administrative Agent. Upon Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the such Term Loans available to the applicable Administrative Borrower 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 the Administrative Agent from Lenders to be credited to the account of the applicable Administrative Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Administrative Borrower.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative Company shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than one three (13) Business Days prior to the Closing Date with respect to Term Loans made on the Closing Date, which notice may be conditional upon the occurrence of the consummation of the Acquisition. Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by Administrative Agent in good faith to be from Company (or from any Authorized Officer thereof designated in writing purportedly from Company to Administrative Agent). 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 Company until Administrative Agent receives written notice to the contrary. Administrative Agent and 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 Loans and/or Tranche B Term Loans, as the case may be, Loan available to the Administrative Agent not later than 12:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Date, by wire transfer of same day funds in Dollars or EurosDollars, as the case may be, at the Principal Office designated by the to Administrative Agent’s Account. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Borrower 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 the Administrative Agent from Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent Sponsor Funding Account or to such other account as may be designated in writing to the Administrative Agent by the applicable BorrowerCompany.

Borrowing Mechanics for Term Loans. (ia) The Subject to Section 2.1, Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than one 11:00 a.m. (1x) on the Business Day of the proposed Borrowing, in the case of Base Rate Loans, and (y) at least 3 Business Days prior to the Closing Date, which notice may be conditional upon the occurrence date of the consummation proposed Borrowing, in the case of Eurodollar Rate Loans. Notices received after 11:00 a.m. shall be deemed received on the Acquisitionnext Business Day. Each Notice of Borrowing shall be irrevocable. Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, the Administrative Agent shall notify each Term Lender of the proposed borrowingBorrowing. (iib) Each Term Lender shall make its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, Loan available to the Administrative Agent not later than 12:00 2:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Datedate of each proposed Borrowing, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified hereinin Section 3.3, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Borrower on the Closing Date date of each proposed Borrowing by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by the Administrative Agent from Term Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or credit (or sent by wire transfer) to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

Borrowing Mechanics for Term Loans. (i1) The Borrower Representative Company shall deliver to the Administrative Agent a fully executed Borrowing Funding/Issuance Notice no later than one 1:00 p.m. (1New York City time) five (5) Business Days prior to the Closing Date with respect to the Term Loan made on the Closing Date. Except as otherwise provided herein, a Funding/Issuance Notice for any Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, which notice and Company shall be bound to make a borrowing in accordance therewith. Administrative Agent and each Lender may be conditional upon conclusively rely on the occurrence funding instructions contained in any executed Funding/Issuance Notice matching the funding instructions contained in the form of the consummation of the AcquisitionFunding/Issuance Notice attached as Exhibit A-1 hereto. Promptly upon receipt by the Administrative Agent of such Borrowing Funding/Issuance Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii2) Each Lender shall make its Tranche A portion of the Term Loans and/or Tranche B Term Loans, as the case may be, Loan available to the Administrative Agent not later than 12:00 1:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent’s Principal Office. Upon receipt of all requested funds, and upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans Loan available to the applicable Borrower Company on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans Term Loan received by the Administrative Agent from Lenders to be credited wire transferred to the any account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account Company as may be designated in writing to the Administrative Agent by the applicable BorrowerCompany.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than one (1) at least three Business Days prior to in advance of the Closing Date or a Delayed Draw Term Loan Credit Date, which notice may be conditional upon as applicable, in the occurrence case of a Eurodollar Rate Loan, and at least one Business Day in advance of the consummation Closing Date or a Delayed Draw Term Loan Credit Date, as applicable, in the case of the Acquisitiona Base Rate Loan. Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) ; provided that in the case of the Initial Term Loans, Borrower shall have delivered to the Administrative Agent a funding indemnity letter reasonably satisfactory to the Administrative Agent concurrently with the Funding Notice. Each Lender shall make its Tranche A Initial Term Loans and/or Tranche B Term Loans, as the case may be, Loan available to the Administrative Agent not later than 12:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Borrower on the Closing 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 to the account of the applicable Borrower at the Administrative Agent’s Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative Company shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than one (1) Business Days day prior to the Closing Effective Date or the Delayed Draw Term Loan Credit Date, which notice may be conditional upon the occurrence of the consummation of the Acquisitionas applicable. Promptly upon receipt by the Administrative Agent of such Borrowing NoticeCertificate, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A C Term Loans Loan and/or Tranche B its Delayed Draw Term Loans, as the case may be, Loan available to the Administrative Agent not later than 12:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Effective Date or the Delayed Draw Term Loan Credit Date, as applicable, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Tranche C Term Loans available to the applicable Borrower Company on the Closing Effective Date and the proceeds of the Delayed Draw Term Loans available to Company on the Delayed Draw Term Loan Credit 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 to the account of the applicable Borrower Company at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable BorrowerCompany.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than one (1) Business Day prior to the Closing Date for Base Rate Loans and no later than three (3) Business Days prior to the Closing Date, Date (or such shorter period of time to which notice the Administrative Agent may be conditional upon the occurrence of the consummation of the Acquisitionagree) for Eurodollar Rate Loans. Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, Loan available to the Administrative Agent not later than 12:00 p.m. noon (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the applicable conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Tranche B Term Loans available to the applicable Borrower 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 the Administrative Agent from Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than one (1x) Business Days prior 12:00 noon (New York City time) [REDACTED – Time Period] to the Closing Date, which notice Date with respect to Base Rate Loans and (y) [REDACTED – Time Period] to the Closing Date with respect to Eurocurrency Rate Loans (or such shorter period as may be conditional upon the occurrence of the consummation of the Acquisitionacceptable to Administrative Agent). Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A Initial Term Loans and/or Tranche B Term Loans, as the case may be, Loan available to the Administrative Agent not later than 12:00 p.m. 9:00 a.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Date, by wire transfer of same day funds Same Day Funds in Dollars or Euros, as the case may be, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Initial Term Loans available to the applicable Borrower on the Closing Date by causing an amount of same day funds Same Day Funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than one three (13) Business Days prior to the Closing Date, which notice may be conditional upon Date or such later date as agreed in writing by the occurrence of the consummation of the AcquisitionAdministrative Agent. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its U.S. Tranche A Term Loans and/or U.S. Tranche B Term Loans, as the case may be, available to the Administrative Agent not later than 12:00 2:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. 2:00 p.m. (London time) on the Closing DateDate (or such later time as may be agreed by the Administrative Agent), by wire transfer of same day funds in Dollars or Euros, as the case may be, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Borrower on the Closing 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 to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative Borrowers shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than one three (13) Business Days prior to the Closing Restatement Date, which notice may be conditional upon the occurrence of the consummation of the Acquisition. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each To the extent required under clause (b) of this Section 2.01 each Lender shall make its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, available to the Administrative Agent not later than 12:00 2:00 p.m. (New York City time) and, with respect to Foreign Tranche B A Term Loans and Foreign Tranche A B Term Loans, 12:00 P.M. 2:00 p.m. (London time) on the Closing Restatement Date, by wire transfer of same day funds in Dollars or Euros, as the case may be, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified hereinherein and in the Third Amendment, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Borrower on the Closing Restatement Date by causing an amount of same day funds in Dollars or Euros, as applicable, equal to the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower. All other Term Loans shall be deemed made pursuant to Section 2.01(a) on the Restatement Date upon satisfaction or waiver of the conditions precedent specified herein and in the Third Amendment.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than one (1) Business Days Day prior to the Initial Closing Date (if the 90% Closing Condition is satisfied on or prior to such date) or the Second Closing Date (if the 90% Closing Condition is not satisfied on or prior to the Initial Closing Date), which notice as the case may be conditional upon the occurrence of the consummation of the Acquisitionbe. Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, Loan available to the Administrative Agent not later than 12:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Initial Closing Date or the Second Closing Date, as the case may be, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans Loan available to the applicable Borrower 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 the Administrative Agent from Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than one 12:00 noon (1New York City time) three (3) Business Days (or such shorter period as Administrative Agent may agree in its sole discretion) prior to the Closing Funding Date, which ; provided such notice in respect of the Term Loans to be made on the Funding Date may be conditional upon conditioned on the occurrence closing of the consummation of the AcquisitionMerger. Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. The Administrative Agent and Xxxxxxx (1) shall be entitled to rely conclusively on any Authorized Officer’s authority to borrow Term Loans on behalf of the Borrower until the Administrative Agent receives written notice to the contrary, and (2) 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 portion of the Term Loans and/or Tranche B Term Loans, as the case may be, available to the Administrative Agent not later than 12:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Funding Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified hereinset forth in Section 3.2 and receipt of all funds requested in the applicable Funding Notice, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Borrower on the Closing Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by the Administrative Agent from the Lenders to be credited made by wire transfer to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable BorrowerBorrower in said Funding Notice.

Borrowing Mechanics for Term Loans. (i) The Term Loans shall be made in an aggregate minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Whenever Borrower Representative desires that Lenders make Term Loans, Borrower shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than one 12:00 noon at least four (14) Business Days prior to the Closing Date, which notice may be conditional upon the occurrence in advance of the consummation proposed Credit Date. Except as otherwise provided herein, a Funding Notice shall be irrevocable, and Borrower shall be bound to make a borrowing in accordance therewith. (iii) Notice of receipt of each Funding Notice in respect of Term Loans, together with the Acquisition. Promptly upon receipt amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by the Administrative Agent of such Borrowing Noticeto each applicable Lender by telefacsimile with reasonable promptness, the but (provided Administrative Agent shall notify each Lender have received such notice by 12:00 noon) not later than 4:00 p.m. on the same day as Administrative Agent’s receipt of the proposed borrowingsuch Notice from Borrower. (iiiv) Each Lender shall make the amount of its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, Loan available to the Administrative Agent not later than 12:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) noon on the Closing Date, applicable Credit Date by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent’s Principal Office. Upon Except as provided herein, upon satisfaction or waiver of the conditions precedent specified Tiptree Credit Agreement herein, the Administrative Agent shall make the proceeds of the such Term Loans available to the applicable Borrower 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 the Administrative Agent from Lenders to be credited to the account of the applicable Borrower at the Administrative Agent’s Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative shall deliver to the Administrative Agent by Electronic Transmission a fully executed Borrowing Funding Notice no (A) in the case of an ABR Loan, not later than 12:00 noon (New York City time) one Business Day prior to the proposed Credit Date or (1B) in the case of a Eurodollar Rate Loan, not later than 12:00 noon (New York City time) three Business Days prior to the Closing proposed Credit Date, which notice may be conditional upon the occurrence of the consummation of the Acquisition. Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowingborrowing and the amount of each relevant Lender’s Pro Rata Share thereof. (ii) Each relevant Lender shall make its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, Loan available to the Administrative Agent not later than 12:00 1:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing proposed Credit Date, by wire transfer of same day funds in Dollars or Euros, as the case may be, at the Principal Office designated by the Administrative AgentPayment Office. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Borrower Borrowers on the Closing proposed Credit Date by causing an amount of same day funds in Dollars equal to the such proceeds of all such Loans received by the Administrative Agent from Lenders to be credited to the account of the applicable Borrower Borrowers at the Principal Payment Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable BorrowerBorrower Representative.

Borrowing Mechanics for Term Loans. (i) The With respect to each Term Loan requested by the Borrower, the Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than (x) one Business Day prior to the proposed Credit Date with respect to Base Rate Loans and (1y) three Business Days prior to the proposed Credit Date with respect to Eurodollar Rate Loans (or, with respect to a Term Loan requested to be made on the Closing Date, which notice such shorter period as may be conditional upon acceptable to the occurrence of Lenders on the consummation of the AcquisitionClosing Date). Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A Pro Rata Share of the Term Loans and/or Tranche B Term Loans, as the case may be, requested to be made on any Credit Date available to the Administrative Agent not later than 12:00 p.m. 10:00 a.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing such Credit Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office principal office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Borrower on the Closing requested Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by the Administrative Agent from Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative Company shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than one (1) two Business Days prior to the Closing Date with respect to the initial Term Loans. Following the Closing Date, which notice may be conditional upon the occurrence whenever Company desires that Lenders make Term Loans, 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 two Business Days in advance of the consummation of proposed Credit Date. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBO Rate Loan shall be irrevocable on and after the Acquisitionrelated Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by the Administrative Agent of such Borrowing any Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A Multi Draw Term Loans and/or Tranche B Loan or Additional Term LoansLoan, as the case may be, available to the Administrative Agent not later than 12:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to Company on the applicable Borrower on the Closing Credit 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 to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent on Funding Notice by the applicable BorrowerCompany.

Borrowing Mechanics for Term Loans. (i) The With respect to each Term Loan requested by the Borrower, the Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than (x) one Business Day prior to the proposed Credit Date with respect to Base Rate Loans and (1y) three Business Days prior to the Closing proposed Credit Date with respect to Eurodollar Rate Loans (or, with respect to a Term Loan requested to be made on the Restatement Effective Date, which notice such shorter period as may be conditional upon acceptable to the occurrence of Lenders on the consummation of the AcquisitionRestatement Effective Date). Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A Pro Rata Share of the Term Loans and/or Tranche B Term Loans, as the case may be, requested to be made on any Credit Date available to the Administrative Agent not later than 12:00 p.m. 10:00 a.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing such Credit Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office principal office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Borrower on the Closing requested Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by the Administrative Agent from Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

Borrowing Mechanics for Term Loans. (i) The Subject to Section 3.03, Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing and irrevocable Funding Notice no later than one 12:00 noon (1) New York City time), three Business Days (or such shorter period as the Administrative Agent may agree in its sole discretion) prior to the Closing DateDate in the case of Eurodollar RateSOFR Loans and no later than 12:00 noon (New York City time), which notice may be conditional upon on the occurrence Closing Date in the case of the consummation of the AcquisitionBase Rate Loans. Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, the Administrative Agent shall notify each Term Loan Lender of the proposed borrowing. (ii) Each Term Loan Lender shall make its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, Loan available to the Administrative Agent not later than 12:00 p.m. noon (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Borrower 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 the Administrative Agent from Term Loan Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by Borrower in the Administrative Agent Funding Notice or to such other account as may be designated in writing to the Administrative Agent by the applicable BorrowerXxxxxxxx.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative Borrowers shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than one three (13) Business Days prior to the Closing Date, which notice may be conditional upon the occurrence of the consummation of the Acquisition. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, available to the Administrative Agent not later than 12:00 p.m. 10:00 a.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. not later than 10:00 a.m. (London time) on the Closing Date, by wire transfer of same day funds in Dollars or EurosEuro, as the case may be, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Borrower on the Closing Date by causing an amount of same day funds in Dollars or Euro, as applicable, equal to the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower. All other Term Loans shall be deemed made pursuant to Section 2.01 (a) on the Closing Date upon satisfaction or waiver of the conditions precedent specified herein.

Borrowing Mechanics for Term Loans. (i) The Subject to Section 3.03, Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing and irrevocable Funding Notice no later than one 12:00 noon (1) New York City time), three Business Days (or such shorter period as the Administrative Agent may agree in its sole discretion) prior to the Closing DateDate in the case of Eurodollar Rate Loans and no later than 12:00 noon (New York City time), which notice may be conditional upon on the occurrence Closing Date in the case of the consummation of the AcquisitionBase Rate Loans. Promptly upon receipt by the Administrative Agent of such Borrowing Funding Notice, the Administrative Agent shall notify each Term Loan Lender of the proposed borrowing. (ii) Each Term Loan Lender shall make its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, Loan available to the Administrative Agent not later than 12:00 p.m. noon (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Borrower 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 the Administrative Agent from Term Loan Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by Borrower in the Administrative Agent Funding Notice or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative Company shall deliver to the Administrative Agent a fully executed Borrowing Funding Notice no later than one (1) two Business Days prior to the Closing Date with respect to the initial Term Loans. Following the Closing Date, which notice may be conditional upon the occurrence whenever Company desires that Lenders make Term Loans, Company shall deliver to Administrative Agent a fully executed and delivered Funding WEIL:\96958663\10\71605.0155 Notice no later than 10:00 a.m. (New York City time) at least two Business Days in advance of the consummation of proposed Credit Date. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBO Rate Loan shall be irrevocable on and after the Acquisitionrelated Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by the Administrative Agent of such Borrowing any Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A Multi Draw Term Loans and/or Tranche B Term LoansLoan, as the case may be, available to the Administrative Agent not later than 12:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing applicable Credit Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office designated by the Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to Company on the applicable Borrower on the Closing Credit 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 to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent on Funding Notice by the applicable BorrowerCompany.

Borrowing Mechanics for Term Loans. (i) The Borrower Representative shall deliver to the Administrative Agent Agents a fully executed Borrowing Funding Notice no later than one (1y) three Business Days prior to the Closing Date, Term Loan Funding Date in the case of Term Loans which notice may be conditional upon are Eurodollar Rate Loans and (z) one Business Day prior to the occurrence Term Loan Funding Date in the case of the consummation of the AcquisitionTerm Loans which are Base Rate Loans. Promptly upon receipt by the Administrative Agent Agents of such Borrowing Noticenotice, the Administrative Agent Agents shall notify each Lender of the proposed borrowing. (ii) Each Lender shall make its Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, Loan available to the Administrative Agent Agents not later than 12:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 12:00 P.M. (London time) on the Closing Term Loan Funding Date, by wire transfer of same day funds in Dollars or Euros, as the case may beDollars, at the Principal Office office designated by the Administrative AgentAgents. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent Agents shall make the proceeds of the Term Loans available to the applicable Borrower on the Closing Term Loan Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent Agents from Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent Agents or to such other account as may be designated in writing to the Administrative Agent Agents by the applicable Borrower.