Common use of Borrowing Mechanics for Term Loans Clause in Contracts

Borrowing Mechanics for Term Loans. (i) Subject to Sections 4.01(a)(i), 4.02(c) and 2.16(a), each Borrowing of Term Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent not later than (x) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of Eurodollar Rate Loans and (y) 12:00 noon one Business Day prior to the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing (or such shorter period as reasonably agreed by the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders; provided, further, that such notices may be conditioned on the occurrence of the Closing Date or, with respect to Incremental Term Loans, may be conditioned on the occurrence of any transaction anticipated to occur in connection with such Incremental Term Loans.

Borrowing Mechanics for Term Loans. (i) Subject to Sections Section 4.01(a)(i), Section 4.02(c), Section 4.03(c) and Section 2.16(a), each Borrowing of Term Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent not later than (x) 1:00 p.m. 9:00 a.m. three Business Days prior to the requested date of any Borrowing of Eurodollar Rate Loans and (y) 12:00 noon one Business Day prior to the requested date of any Borrowing of Base Rate Loans; provided, however, provided however that (1) if the Borrower wishes to request Eurodollar Rate SOFR Loans having an Interest Period other than one,, twothree, three six, or six twelve months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 9:00 a.m. four Business Days prior to the requested date of such Borrowing (or such shorter period as reasonably agreed by the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not them and not later than 11:00 9:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders; provided, further, that Lenders and (2) any (I) such notice delivered in connection with the initial Borrowing of Term Loans on the Closing Date must be received by the Administrative Agent no later than 9:00 a.m. three Business Days prior to the Closing Date and (II) such notices may be conditioned on the occurrence of the Closing Date or, with respect to Delayed Draw Term Loans or an Incremental Term LoansFacility, may be conditioned on the occurrence of any transaction anticipated to occur in connection with such Delayed Draw Term Loans or Incremental Term LoansFacility.

Borrowing Mechanics for Term Loans. (i) Subject to Sections 4.01(a)(i), 4.02(c) and 2.16(a2.13(a), each Borrowing of Term Loans shall be made upon the BorrowerBorrower Representative’s irrevocable notice to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent not later than (xA) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of Eurodollar Term SOFR Rate Loans and (yB) 12:00 noon one Business Day prior to the requested date of any Borrowing of Base Rate Loans; provided, however, provided however that (1) if the Borrower Representative wishes to request Eurodollar Term SOFR Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing (or such shorter period as reasonably agreed by the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not them and not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders; provided, further, that Lenders and (2) any (I) such notice delivered in connection with the initial Borrowing of Term Loans on the Closing Date must be received by the Administrative Agent no later than 1:00 p.m. on the Closing Date and (II) such notices may be conditioned on the occurrence of the Closing Date or, with respect to Incremental Facility Term Loans, may be conditioned on the occurrence of any transaction anticipated to occur in connection with such Incremental Facility Term Loans.

Borrowing Mechanics for Term Loans. (i) Subject to Sections 4.01(a)(i), 4.02(c) and 2.16(a), each Borrowing of Term Loans shall be made upon the Borrower’s Borrowers’ irrevocable notice to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent not later than (x) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of Eurodollar Rate Loans and (y) 12:00 noon 1:00 p.m. one Business Day prior to the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes Borrowers wish to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing (or such shorter period as reasonably agreed by the Administrative Agent)Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m.1:00 p.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower Borrowers (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders; provided, further, that such notices may be conditioned on the occurrence of the Closing Date or, with respect to Incremental Term Loans, may be conditioned on the occurrence of any transaction anticipated to occur in connection with such Incremental Term Loans.

Borrowing Mechanics for Term Loans. (i) Subject to Sections 4.01(a)(i), 4.02(c) and 2.16(a), each Borrowing of Term Loans shall be made upon the Borrower’s Borrowers’ irrevocable notice to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent not later than (x) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of Eurodollar Rate Term SOFR Loans and (y) 12:00 noon 1:00 p.m. one Business Day prior to the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes Borrowers wish to request Eurodollar Rate Term SOFR Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing (or such shorter period as reasonably agreed by the Administrative Agent)Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m.1:00 p.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower Borrowers (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders; provided, further, that such notices may be conditioned on the occurrence of the Closing Date or, with respect to Incremental Term Loans, may be conditioned on the occurrence of any transaction anticipated to occur in connection with such Incremental Term Loans.. (ii) Each notice by the Borrowers pursuant to this Section 2.01(b) must be delivered to the Administrative Agent in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowers. Each Committed Loan Notice shall specify (A) that the Borrowers are requesting a Borrowing of Term Loans, (B) the requested date of the

Borrowing Mechanics for Term Loans. (i) Subject to Sections 4.01(a)(i), 4.02(c) and 2.16(a), each Each Borrowing of Term Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may only be given in writing or by telephone (promptly confirmed in writing). Each such notice must be received by the Administrative Agent not later than (xA) 1:00 p.m. 12:00 noon. three Business Days prior to the requested date of any Borrowing of Eurodollar Rate Loans SOFR Loans, and (yB) 12:00 noon one Business Day prior to on the requested date of any Borrowing of Base Rate Loans; provided, however, that if . Each notice by the Borrower wishes pursuant to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice this ‎Section 2.01(b) must be received by delivered to the Administrative Agent not later than 11:00 a.m. four Business Days prior to in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Committed Loan Notice shall specify (1) that the Borrower is requesting a Term Loan Borrowing, (2) the requested date of such the Borrowing (or such shorter period as reasonably agreed by the Administrative Agentwhich shall be a Business Day), conversion or continuation(3) the principal amount of Term Loans to be borrowed, whereupon (4) the Administrative Agent shall give prompt notice Type of Term Loans to be borrowed and (5) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Term Loan in a Committed Loan Notice, then the applicable Lenders Term Loans shall be made as Base Rate Loans. If the Borrower requests a Borrowing of SOFR Loans in any such request and determine whether the requested Committed Loan Notice, but fails to specify an Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the requested date of for such Borrowing, conversion or continuationSOFR Loans, the Administrative Agent shall notify the Borrower (which notice may will be by telephone) whether or not the requested deemed to have specified an Interest Period has been consented to by all the applicable Lenders; provided, further, that such notices may be conditioned on the occurrence of the Closing Date or, with respect to Incremental Term Loans, may be conditioned on the occurrence of any transaction anticipated to occur in connection with such Incremental Term Loansone month.