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.

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.

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.

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.. |

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.