Common use of Making the Loans Clause in Contracts

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice in substantially the form of Exhibit C hereto (a “Notice of Borrowing”), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice in writing, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)) or such other form approved by the Administrative Agent, not later than 12:00 noon (New York City time) on the date which is (i) 3 in the case of the Term Loan, three (3) Business Days prior to the Effective Date and (ii) three (3) Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Revolving Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate SOFR Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, (v) Borrower’s account wiring instructions, and (vvi) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Except for the Loans made on the Closing Date, the Administrative Borrower shall give the Administrative Agent prior written telephonic notice (promptly confirmed in writing, in substantially the form of Exhibit C F hereto (a “Notice of Borrowing”)), (i) not later than 12:00 noon 1:00 p.m. (New York City time) on the date which is one (i1) 3 Business Days Day prior to the date of the proposed Term borrowing of a Base Rate Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event not later than 12:00 noon 1:00 p.m. (New York City time) on the borrowing date which is three (3) Business Days prior to the date of the proposed borrowing of a LIBOR Loan). Such Notice of Borrowing shall be irrevocable and shall specify (ia) the principal amount of the proposed Loan, (iib) in the case of Loans requested on the Effective Closing Date, that whether such Loan is requested to be the a Revolving Loan or a Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (vc) the proposed borrowing date, which must be a Business Day, and, with respect to the a Term Loan, must be the Effective DateClosing Date and (d) whether the proposed Loan shall be a Base Rate Loan or a LIBOR Loan, or a combination thereof, and if a LIBOR Loan, the Interest Period therefor, provided such LIBOR Loan shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agentthereof). Each Borrower hereby waives the right to dispute the The Administrative Agent’s record of the terms of any such telephonic Notice of BorrowingBorrowing shall be prima facie evidence of such terms. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is (i) 3 5 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in which, with respect to the case of Loans requested Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, that such Loan is requested to shall be in the Term Loanamount of $15,000,000, (iiiii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate SOFR Loan and, in the case of a LIBOR Rate SOFR Loan, the initial Interest Period with respect thereto, (iviii) the use of the proceeds of such proposed Loan, and (viv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Administrative Agent Agents and the Lenders may act without liability upon the basis of written, telecopied or telephonic written notice believed by the Administrative Agent Agents (or either of them) in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative AgentAgents (or either of them)). Each Borrower hereby waives the right to dispute the Administrative any Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Each Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative such Agent receives written notice to the contrary. The Administrative Agent Agents and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (promptly confirmed in writing, in substantially the form of Exhibit C B hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is three (i3) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (orin the case of a LIBOR Rate Loan), in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event or not later than 12:00 noon (New York City time) on the borrowing date which is one (1) Business Day prior to the date of the proposed Loan (in the case of a Reference Rate Loan); provided, however that the Administrative Borrower shall provide the Administrative Agent with no less than fifteen (15) days prior written notice of a request to borrow a Delayed Draw Term Loan. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount and type of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (iv) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied facsimile or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing, absent manifest error. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in which, with respect to the case of Loans requested Term Loan A to be made on the Effective Date, that such shall be in the amount of $50,000,000, and with respect to the Term Loan is requested B to be made on the Term LoanEffective Date, shall be in the amount of $12,000,000, (iiiii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iviii) the use of the proceeds of such proposed Loan, and (viv) the proposed borrowing date, which must be a Business Day, and, with respect to the Term LoanLoans to be funded on the Effective Date, must be the Effective Date, and (v) wire instructions of the Administrative Borrower’s account or any other designated account(s) to which funds are to be disbursed. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C B hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is three (i3) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall (i) be irrevocable and shall irrevocable, (ii) specify (iA) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (ivB) the use of the proceeds of such proposed Loan, and (vC) the proposed borrowing date, which must be a Business Day, and, with respect Day and shall not occur more than one time each week unless an additional weekly borrowing date is consented to by the Agent and the Required Lenders and (iii) be delivered to the Term Loan, must be Administrative Agent together with the Effective Datedocuments required by Section 5.02(e). The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City timex) on in the date which is (i) 3 Business Days prior to the date case of the proposed Term Loan and (ii) 15 Business Days prior to the date a borrowing consisting of each proposed Delayed Draw Term Loan (ora Reference Rate Loan, in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon 11:00 a.m. (New York City time) on the borrowing date of the proposed Reference Rate Loan), and (y) in the case of a borrowing consisting of LIBOR Rate Loans, 11:00 a.m. (New York City time) on a date that is three (3) Business Days prior to the date of the proposed borrowing. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan (which, in the case of a LIBOR Rate Loan, must be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof), (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) in the case of Loans requested on the Effective Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, written or telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Notwithstanding anything to the contrary herein, all Loans made on the Effective Date shall be Reference Rate Loans. Thereafter all or any portion of the Loans maybe converted into LIBOR Rate Loans in accordance with the terms of Section 2.09.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent Agent, or in the case of a Revolving Loan, the Revolving Loan Representative (with a copy to the Administrative Agent), prior written notice in substantially the form of Exhibit C hereto (a “Notice of Borrowing”), not later than 12:00 noon (New York City time) on the date which is (i) in the case of any Term Loan and any Revolving Loan that is a LIBOR Rate Loan, 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, such shorter period as the Administrative Agent or the Revolving Loan Representative, as applicable, is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time)) on and (ii) in the case of a Revolving Loan that is a Reference Rate Loan, the borrowing date of the such proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Restatement Term Loan, must be the Restatement Effective Date. The Administrative Agent Agent, the Revolving Loan Representative and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent or the Revolving Loan Representative, as the case may be, in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative AgentAgent or the Revolving Loan Representative, as applicable). Each Borrower hereby waives the right to dispute the Administrative Agent’s or the Revolving Loan Representative’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent Agent, the Revolving Loan Representative and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent and the Revolving Loan Representative receives written notice to the contrary. The Administrative Agent Agent, the Revolving Loan Representative and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to (A) the Term Loan, must be the Effective Date and (B) with respect to the Revolving Loans, must be a Business Day after the Effective Date. If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof xxxxxxx designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C B hereto (a “"Notice of Borrowing”")), not later than 12:00 noon 1:00 p.m. (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (iiin the case of a Eurodollar Rate Loan), or not later than 1:00 p.m. (New York time) 15 on the date that is 1 Business Days Day prior to the date of each the proposed Delayed Draw Term Loan (or, in each case, the case of a Reference Rate Loan) (or such shorter period as the Administrative Agent is willing willing, in its sole discretion, to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such The Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount and type (either a Revolving Loan or a Term Loan) of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a Eurodollar Rate Loan, and (iv) in the case of a Eurodollar Rate Loan, the initial Interest Period applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period." If no Interest Period is specified with respect to any requested Eurodollar Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give notice to the Administrative Agent prior written notice which may be given by (x) telephone or (y) in writing, in substantially the form of Exhibit C hereto (a “"Notice of Borrowing”")) (provided, that, any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Notice of Borrowing), not later than 12:00 noon (A) 1:00 p.m. (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan, if made as a LIBOR Rate Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon 1:00 p.m. (New York City time) on the borrowing date of the proposed Loan)) or (B) 1:00 p.m. on the date of the proposed Loan, if made as a Reference Rate Loan. Such Any such Notice of Borrowing shall be irrevocable and shall specify (i) the applicable Borrower and principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, and (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, and (1) with respect to the portion of the Term Loan, Loan funded pursuant to the Total Original Term Loan Commitment must be the Effective Date, (2) with respect to the portion of the Term Loan funded pursuant to the Total Term A Loan Commitment must be the First Amendment Effective Date, (3) with respect to the portion of the Term Loan funded pursuant to the Total Term A-1 Loan Commitment must be the Third Amendment Effective Date and (4) with respect to the portion of the Term Loan funded pursuant to the Total Term A-2 Loan Commitment must be the Fourth Amendment Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (promptly confirmed in writing, in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to in the date case of the proposed Term Loan and (ii) 15 Business Days prior to the date a borrowing consisting of each proposed Delayed Draw Term Loan (orReference Rate Loans, in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed LoanReference Rate Loan and (ii) in the case of a borrowing consisting of LIBOR Loans, 12:00 noon (New York City time) on the date that is three Business Days prior to the proposed borrowing). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (viii) the proposed borrowing date, which must be a Business Day, and, with respect and (iv) whether such Loan is requested to the Term be a Revolving A Loan or a B-Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of BorrowingBorrowing absent manifest error. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C B hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is three (i3) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall (i) be irrevocable and shall irrevocable, (ii) specify (iA) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (ivB) the use of the proceeds of such proposed Loan, and (vC) the proposed borrowing date, which must be a Business Day, and, with respect Day and (iii) be delivered to the Term Loan, must be Administrative Agent together with the Effective Datedocuments required by Section 5.02(e). The Administrative Agent and the Lenders Lender may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each the Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders Lender shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice telephonic notice, immediately confirmed in writing in substantially the form of Exhibit C hereto (a “"Notice of Borrowing”"), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days (or, in the case of a Term Loan made after the Effective Date, 30 days) prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the date of borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iviii) the use of the proceeds of such proposed Loan, and (viv) the proposed date of borrowing date, (which date of borrowing must be a Business Day, Day and, with respect to in the case of the initial Term Loan, must be the Effective Date). The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly purporting to be from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (aii) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C B hereto (a “"Notice of Borrowing”")), not later than 12:00 noon 1:00 p.m. (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (iiin the case of a Eurodollar Rate Loan), or not later than 1:00 p.m. (New York time) 15 on the date that is 1 Business Days Day prior to the date of each the proposed Delayed Draw Term Loan (or, in each case, the case of a Reference Rate Loan) (or such shorter period as the Administrative Agent is willing willing, in its sole discretion, to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such The Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount and type (either a Revolving Loan or a Term Loan) of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and(iii) whether the proposed Loan is to be a Reference Rate Loan or a Eurodollar Rate Loan, and (iv) in the case of a Eurodollar Rate Loan, the initial Interest Period applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period." If no Interest Period is specified with respect to the Term any requested Eurodollar Rate Loan, must then the Borrower shall be deemed to have selected an Interest Period of one month's duration. If no election as to the Effective Datetype of Loan is specified, then the requested Loan shall be a Reference Rate Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephone notice (immediately confirmed in writing, in substantially the form of Exhibit C F hereto (a “Notice of Borrowing”"NOTICE OF BORROWING")), not later than 12:00 noon (New York City time) on the date which is five (i5) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date which is one (1) Business Day prior to the date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be the a Revolving Loan or a Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (viv) the proposed borrowing date, which which, respect to the Revolving Loans, must be a Business Day which is also a London Business Day, and, and with respect to the Term LoanLoans, must be the Effective Date, and (v) if requested by the Administrative Agent, a Borrowing Base Certificate current as of the close of business on the immediately preceding day and otherwise complying with the conditions of Section 7.01(a)(vi), supported by a schedule showing the derivation thereof. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower The Borrowers hereby waives waive the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Except as otherwise provided in this Section 2.02, Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments and Term Loan Commitments, as the case may be.

Making the Loans. (a) The Administrative Borrower ---------------- shall give the Administrative Agent prior written telephone notice (immediately confirmed in writing, in substantially the form of Exhibit C E hereto (a “"Notice of Borrowing”"), not ------------------- later than 12:00 noon (New York City time) on the date which is five (i5) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent any Subagent is willing to accommodate from time to time), but in no event provided, that, the Notice of Borrowing for the Term Loan A may be given -------- ---- to the Agent not later than 12:00 noon (New York City time) on the borrowing date of the proposed such Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (viii) the proposed borrowing date, which must be a Business Day, andprovided, that, with respect to the Term LoanLoan A, the proposed borrowing date -------- ---- must be the Effective Date and with respect to the Term Loan B, the proposed borrowing date must be the Term Loan B Effective Date, and (iv) whether such Loan is a Term Loan or a Revolving Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower The Borrowers hereby waives waive the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Except as otherwise provided in this Section 2.02, Loans shall be made ratably by the Lenders in accordance with their respective Commitments.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C 2.02 hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to timeaccommodate, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, and (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and must be on or after the Effective Date and, with respect to the Revolving Loans, before the Final Maturity Date and, with respect to the Term LoanLoans, must be on the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof of the Borrower designated in writing writing, purportedly from the Administrative Borrower Borrower, to the Administrative Agent)Agent as being authorized to give such notice. Each The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any such designated Authorized Officer’s authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C 2.01(b)(ii) hereto (a “Notice of Borrowing”), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing willing, in its sole discretion, to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (iv) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term LoanBorrower’s wiring instructions, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR LIBORSOFR Rate Loan and, in the case of a LIBOR LIBORSOFR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof xxxxxxx designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.. -51- 939843v.13

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C D hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is one (i1) 3 Business Days Day prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, Loan and (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, Day and must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Each Loan shall be made on notice, given not later than 3:00 p.m. (New York City time) on the third Business Day prior to the requested date of the proposed Loan (in the case of a Borrowing consisting of Eurodollar Rate Loans) or given not later than 11:00 a.m. (New York City time) on the requested Business Day of the proposed Loan (in the case of a Borrowing consisting of Base Rate Loans), by the Borrower to the Administrative Borrower Agent, which shall give to each Lender prompt notice thereof by fax (or transmission by other electronic communication); provided that, so long as the Borrower has executed and delivered an indemnity letter in form and substance reasonably satisfactory to the Administrative Agent prior written Agent, notice in substantially for a Borrowing of Eurodollar Rate Loans on the form Closing Date or on any Incremental Commitment Effective Date may be given not later than 11:00 a.m. (New York City time) on the Closing Date or on such Incremental Commitment Effective Date, as the case may be. Each such notice of Exhibit C hereto Borrowing (a “Notice of Borrowing”) shall be by fax (or transmission by other electronic communication), not later than 12:00 noon in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Lender shall, before 1:00 p.m. (New York City time) on the date which is (i) 3 Business Days prior of such Borrowing, make available for the account of its Applicable Lending Office to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, such shorter period as the Administrative Agent is willing at its address referred to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan andSection 8.02, in the case of a LIBOR Rate Loansame day funds, the initial Interest Period with respect thereto, (iv) the use of the proceeds such Lender’s ratable portion of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective DateBorrowing. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute After the Administrative Agent’s record receipt of such funds and upon fulfillment of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until applicable conditions set forth in Section 3.01, the Administrative Agent receives written notice will make such funds available to the contrary. The Borrower at the Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of BorrowingAgent’s aforesaid address.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C B hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is five (i5) 3 Business Days prior to the date of the proposed Loan if such Loan is a Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, such on shorter period notice as the Administrative Agent is willing to accommodate from time to timetime with respect to any Revolving Loans, but in no event later than 12:00 noon 1:00 p.m. (New York City time) on the borrowing date of the proposed Revolving Loan, it being understood that so long as Foothill acts as the Administrative Agent, if the amount of any proposed Revolving Loan does not exceed the amount available on the Revolving Loan at such time, Foothill, acting as the Administrative Agent, may make such proposed Loan on the Business Day of the borrowing request). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) which, in the case of Loans requested the Term Loan A, shall fully utilize the Total Term Loan A Commitment on the Final Facility Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of the Term Loan B, shall utilize a LIBOR Rate Loanportion of the Total Term Loan B Commitment equal to $75,000,000 on the Interim Facility Effective Date, may utilize a portion of the initial Interest Total Term Loan B Commitment for the Carve-Out Term Loan B during the Carve-Out Expenses Period with respect theretoin an amount not to exceed $10,000,000 if such period occurs prior to the Final Facility Effective Date, and $15,000,000 if such period occurs on and after the Final Facility Effective Date to pay Carve-Out Expenses, and shall utilize the remaining amount of the Total Term Loan B Commitment, other than in an amount equal to the unused amount available for the Carve-Out Term Loan B, not utilized on the Interim Facility Effective Date on the Final Facility Effective Date, (ivii) the use of the proceeds of such proposed Loan, and (viii) the proposed borrowing date, which must be a Business Day, and, and with respect to the Revolving Loans, must be on or after the Final Facility Effective Date, in the case of the Term LoanLoan A, must be the Final Facility Effective DateDate and in the case of the Term Loan B, must be either the Interim Facility Effective Date or the Final Facility Effective Date or, in the case of the portion of the Term Loan B constituting the Carve-Out Term Loan B, to pay the Carve-Out Expenses during the Carve-Out Expenses Period, (iv) whether the Loan is a Revolving Loan, Term Loan A or Term Loan B or a combination thereof. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C hereto or such other form approved by the Administrative Agent (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is (i) 3 1 U.S. Government Securities Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Term SOFR Loan and, in the case of a LIBOR Rate Term SOFR Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective DateDate and (vi) the Borrower’s wiring instructions. The Administrative Agent and the Lenders may act without liability upon the basis of written, written or telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The An Authorized Officer on behalf of the Administrative Borrower Borrower, as applicable, shall (I) give the Administrative Agent prior written telephonic notice immediately confirmed in writing in substantially the form of Exhibit C hereto (a “Notice of Borrowing”), not later than (i) 12:00 noon (New York City time) on the date which is three (i3) 3 applicable Business Days prior to the date of the a proposed Term LIBOR Rate Loan and or (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the date of a proposed Reference Rate Loan on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed LoanLoan (which shall be denominated in Dollars), (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a any such LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a an applicable Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof of Administrative Borrower designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephone notice (immediately confirmed in writing, in substantially the form of Exhibit C A hereto (a “"Notice of Borrowing”"), not later than 12:00 noon (New York City time) on the date which is three (i3) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Revolving Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate the Loans to be made on the Final Facility Effective Date and the Finova Loan Take-out Date, the principal amount of the proposed Term Loan, the initial Interest Period with respect thereto, (ivii) the use of the proceeds of such proposed Revolving Loan (if made within 60 days prior to June 30, 2002 or if otherwise requested by the Agent), and, in the case of the Loans to be made on the Final Facility Effective Date and the Finova Loan Take-out Date, the use of the proceeds of such proposed Term Loan, and (viii) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower The Borrowers hereby waives waive the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Term Loan or a Revolving Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Except as otherwise provided in this Section 2.03, Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments and Term Loan Commitments.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic or email notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is (i) 1 Business Day in the case of Revolving Loans which are Reference Rate Loans and otherwise 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be a Revolving Loan (it being understood that no Revolving Loans shall be advanced on the Effective Date) or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, thereto and (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is three (i3) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon 10:00 a.m. (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed LoanLoan (which may be for general working capital purposes), and (viii) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary, provided that the Administrative Agent and each Lender shall be entitled to rely conclusively on such authority before the date of receipt of such notice. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days (or, in the case of any Delayed Draw Term Loan, 10 Business Days) prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Origination Agent and the Administrative Agent is are willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case use of Loans requested on the Effective Date, that proceeds of such Loan is requested to be the Term proposed Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, and in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Effective Date Term Loan, must be the Effective Date, and (v) the wire instructions for the account or accounts to which the proposed Loan funds should be transferred. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Upon its receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender, and thereafter each Lender shall make the amount of its applicable Term Loan Commitment available to the Administrative Agent in immediately available funds no later than 1:00 p.m. (New York City time) on the date of the proposed Loan. Upon receipt of all Loan funds, the Administrative Agent shall promptly transfer such funds to the Administrative Borrower by wire transfer in immediately available funds to the account or accounts designated in the Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice notice, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”), not later than 12:00 noon (New York City time) on the date which is (i) 3 five Business Days prior to the date of the proposed Term Loan and (iiand, in the case of any borrowings of Revolving Loans in excess of $20,000,000, not later than 12:00 noon (New York City time) 15 on the date which is ten Business Days prior to the date of each the proposed Delayed Draw Term Loan Loan) (or, in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, (v) applicable wire instructions for the proceeds of such proposed Loan and (vvi) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, written or telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C 2.04(a) hereto (a “Notice of Request for Borrowing”)), not later than 12:00 noon 1:00 p.m. (New York City time) on the date which is one (1) Business Day prior to the proposed Funding Date of each proposed Loan. Such Request for Borrowing shall (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) specify the proposed borrowing dateFunding Date, which must be a Business Day; (iii) be accompanied by a Borrowing Base Certificate, andwhich shall include the amount of each of Eligible Corporate Advances, with respect to Eligible Escrow Advances, Eligible MBS Advances or the Term LoanMarket Value of Eligible Pledged Servicing Receivables; and (iv) a verification by the Advance Verification Agent of the amount of each of Eligible Corporate Advances, must be the Effective DateEligible Escrow Advances, Eligible MBS Advances set forth in such Borrowing Base Certificate. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied telecopied, e-mail or telephonic notice reasonably believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Responsible Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Responsible Officer’s authority to request a Loan on behalf of the Borrowers until Borrower. Notice of receipt of each Request for Borrowing, together with the amount of each Lender’s Pro Rata Share thereof, shall be provided by the Administrative Agent receives written to each Lender by email with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 1:00 p.m. (New York City time)) on the same Business Day as the Administrative Agent’s receipt of such Request for Borrowing from the Borrower. Each Lender shall make the amount of its Loan available to the contrary. The Administrative Agent and not later than 1:00 p.m. (New York City time) on each proposed Funding Date by wire transfer of same day funds in dollars, to the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of BorrowingAdministrative Agent’s Account.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”")), (x) in the case of a borrowing consisting of a Reference Rate Loan, not later than 12:00 noon (New York City time) on the date which is one (i1) 3 Business Days Day prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time), but and (y) in no event the case of a borrowing consisting of a LIBOR Rate Loan, not later than 12:00 noon (New York City time) on the borrowing date which is three (3) Business Days prior to the date of the proposed LoanLoan (or such shorter period as the Agent is willing to accommodate from time to time). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be a Revolving Loan or the Term LoanLoan A, (iii) whether the such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term LoanLoan A, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (if requested by the Administrative Agent, immediately confirmed in writing, in substantially the form of Exhibit C D hereto (a “Notice of Borrowing”)), not later than 12:00 noon 1:00 p.m. (New York City time) on the date which is five (i5) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but provided, that such Notice of Borrowing shall be received by the Administrative Agent, in no event the case of a borrowing consisting of LIBOR Rate Loans, not later than 12:00 noon 2:00 p.m. (New York City time) on the borrowing a date of that is three (3) Business Days prior to the proposed Loanborrowing). Such Notice of Borrowing shall be irrevocable and shall specify (iA) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iiiB) whether the such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect theretothereto (which Interest Period may not end after the Final Maturity Date), (ivC) in the case of Loans requested on the Effective Date, whether such Loan is requested to be a Revolving Loan, Term Loan A or Term Loan B, (D) if required by the Administrative Agent, the use of the proceeds of such proposed Loan, Loan and (vE) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, Loan A and Term Loan B must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer Person thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized OfficerPerson’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C 2.01(b)(ii) hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is, in the case of a Revolving Loan that is (i) a LIBOR Rate Loan or a Delayed Draw Term Loan, 3 Business Days Days, and in the case of a Revolving Loan that is a Reference Rate Loan, 1 Business Day, prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing willing, in its sole discretion, to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. ii) (ai) The Administrative Borrower shall give the Administrative Agent (and the Collateral Agent, in the case of the Term Loan A) prior written notice in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”"), not later than 12:00 noon 1:00 P.M. (New York City time) on the date which is is, in the case of LIBOR Rate Loans, three (i3) 3 Business Days prior to the date of and, in the case of Reference Rate Loans, the date of, the proposed Revolving Loans or the Term Loan and A (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon 1:00 P.M. (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (iA) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iiiB) whether the such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, (C) whether such Loan is requested to be a Revolving Loan or the initial Interest Period with respect theretoTerm Loan A, (ivD) the use of the proceeds of such proposed Loan, and (vE) the proposed borrowing date, which must be a Business Day, and, with respect to the Term LoanLoan A, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is (i) 3 5 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in which, with respect to the case of Loans requested Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, that such Loan is requested to shall be in the Term Loanamount of $15,000,000, (iiiii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate SOFR Loan and, in the case of a LIBOR Rate SOFR Loan, the initial Interest Period with respect thereto, (iviii) the use of the proceeds of such proposed Loan, and (viv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the applicable Agent, in immediately available funds, in the Revolving Agent's Account (in the case of Revolving Loans) or the Administrative Agent’s Account (in the case of Term Loans) no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested funds, the applicable Agent will make the proceeds of such Loan available to the Administrative Borrower on the day of the proposed Loan by causing an amount, in immediately available funds to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Administrative Agent Agents and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (promptly confirmed in writing, in substantially the form of Exhibit C 2.02(a) hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is (i) 3 5 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, and (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from any Authorized Officer of the Administrative Borrower (or from any Authorized Officer other authorized officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice notice, in substantially the form of Exhibit C 2.01(b)(ii) hereto (a “Notice of Borrowing”), not later than 12:00 noon (New York City time) on the date which is is, (ix) in the case of a Swing Line Loan, the date of the proposed Loan, and (y) in the case of any other Loan, 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date, (iii) whether the proposed Loan (other than a Swing Line Loan, which in all cases, shall be made as a Reference Rate Loan) is to be a Reference Rate Loan or a LIBOR Rate Loan, and (iv) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent and the Lenders may act without liability upon the basis of written, written or telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (ai) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is five (i5) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but provided, that such Notice of Borrowing shall be received by the Administrative Agent, (x) in no event the case of a borrowing consisting of a Reference Rate Loan, not later than 12:00 noon (New York City time) on the borrowing date of the proposed Reference Rate Loan, and (y) in the case of a borrowing consisting of LIBOR Rate Loans, not later than 12:00 noon (New York City time) on a date that is three (3) Business Days prior to the proposed borrowing). Such Notice of Borrowing shall be irrevocable and shall specify (iA) the principal amount of the proposed Loan (which, in the case of a LIBOR Rate Loan, must be in a minimum amount of $1,000,000 and in integral multiples of $500,000 in excess thereof), (iiB) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term a Revolving Loan, (iii) whether the such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (ivC) in the case of Loans requested on the Effective Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, (D) the use of the proceeds of such proposed Loan, Loan and (vE) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, Loan must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower Allied Systems (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower Allied Systems to the Administrative Agent). Each Borrower Allied Systems hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers Allied Systems until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C B hereto (a “Notice of Borrowing”"NOTICE OF BORROWING")), not later than 12:00 noon 2:00 P.M. (New York City time) on the date which is two (i2) 3 Business Days prior to the date of the proposed Term Loan and Effective Date (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to timeaccommodate, but in no event later than 12:00 noon 2:00 P.M. (New York City time) on the borrowing date of the proposed LoanEffective Date). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (viii) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. The Agent will make the proceeds of such Loans available to the Borrowers on the Effective Date by causing an amount, in immediately available funds, to be deposited in an account designated by the Administrative Borrower to the Agent at a commercial bank reasonably satisfactory to the Agent, and/or disbursed to such other Persons as the Administrative Borrower shall so direct the Agent in the Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C 2.02 hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is (i) 3 5 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, Loan and (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The If any Lender elects, in its sole and absolute discretion, to extend such requested Loan, the Administrative Agent and the Lenders may act act, without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. The proceeds of all Revolving Loans shall be disbursed by the Administrative Agent into the Disbursement Account.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C 2.01(b)(ii) hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing willing, in its sole discretion, to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on proposed borrowing date, which must be a Business Day, and must be (x) with respect to Term Loan A, the Effective Date, that such and (y) with respect to Term Loan is requested to be B, the Term LoanLoan B Funding Date, (iii) whether the proposed Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan andLoan, and (iv) in the case of a LIBOR Rate Loan, the initial Interest Period with respect to be applicable thereto, (iv) which shall be a period contemplated by the use definition of the proceeds term “Interest Period”. If no election as to the type of such proposed LoanLoan is specified, and (v) then the proposed borrowing date, which must requested Loan shall be a Business Day, and, Reference Rate Loan. If no Interest Period is specified with respect to the Term any requested LIBOR Rate Loan, must then the Borrower shall be the Effective Datedeemed to have selected an Interest Period of one month’s duration. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Funding Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is two (i2) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Funding Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, (iii) whether such Loan is a Revolving A Loan, a Revolving B Loan or a Revolving C Loan, and (viv) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Funding Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Funding Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Funding Agent). Each The Borrower hereby waives the right to dispute the Administrative Funding Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Funding Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Funding Agent receives written notice to the contrary. The Administrative Funding Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent Agents prior written notice (in substantially the form of Exhibit C A hereto (a “"Notice of Borrowing”), ") not later than 12:00 noon (x) in the case of a borrowing consisting of a Reference Rate Loan, 11:00 a.m. (New York City time) on the date which of the proposed borrowing, and (y) in the case of a borrowing consisting of LIBOR Rate Loans, 11:00 a.m. (New York City time) on a date that is three (i3) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan)borrowing. Such Notice of Borrowing shall be irrevocable and shall (i) specify (iA) the principal amount of the proposed LoanLoan (which, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term a LIBOR Rate Loan, must be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess thereof), (iiiB) whether the such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (ivC) in the case of Loans requested on the Final Facility Effective Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, (D) the use of the proceeds of such proposed Loan, and (vE) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Final Facility Effective Date, and (ii) include a certification by an Authorized Officer of the Administrative Borrower that the aggregate principal amount of Revolving Loans and Letter of Credit Obligations outstanding on the date of the proposed Loan (after giving effect to the proposed borrowing) shall not exceed the maximum aggregate principal amount of Revolving Loans and Letter of Credit Obligations projected to be outstanding during the then current Budget Period as set forth in the Long-Term Budget (subject to the Permitted Deviation therefrom). The Administrative Agent Agents and the Lenders may act without liability upon the basis of written, written or telecopied or telephonic notice believed by the Administrative Agent Agents in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative AgentAgents). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on (xx) any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives Agents receive written notice to the contrarycontrary and (yy) any Authorized Officer's certification with respect to the matters set forth in clause (ii) above. The Administrative Agent Agents and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Notwithstanding anything to the contrary herein, all Revolving Loans made prior to the Final Facility Effective Date and all Revolving Loans and the Term Loan made on the Final Facility Effective Date shall be Reference Rate Loans. Thereafter all or any portion of the Loans may be converted into LIBOR Rate Loans in accordance with the terms of Section 2.09.

Making the Loans. (a) The Administrative A Borrower shall give the ---------------- Administrative Agent prior written telephone notice (which notice, if requested by the Administrative Agent, must be promptly confirmed in writing in substantially the form of Exhibit C I hereto (a “"Notice of Borrowing”")) (i) not later than 11:00 a.m. (New York City time) on the date of the proposed borrowing, in the case of a borrowing consisting of Base Rate Loans, or (ii) not later than 12:00 noon (New York City time) on the date which is (i) 3 three Business Days prior to such proposed borrowing in the date case of the proposed Term Loan and (ii) 15 Business Days prior to the date a borrowing consisting of each proposed Delayed Draw Term Loan (orEurodollar Loans, in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) provided that Eurodollar Loans will only be made on the borrowing date first Business Day of the proposed Loan)a month. Such Notice of Borrowing shall be irrevocable and shall specify (i) the Borrower that is requesting such Loan, the principal amount of the proposed Loanborrowing (which, (ii) in the case of Loans requested on the Effective Datea Eurodollar Loan, that must be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof), whether such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Base Rate Loan or a LIBOR Rate Eurodollar Loan and, in the case of a LIBOR Rate Eurodollar Loan, the initial Initial Interest Period with respect theretofor such Eurodollar Loan, (iv) if requested by the Administrative Agent, the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, Day and, with respect in the case of a Eurodollar Loan, the first Business Day of a month, and such Borrower shall be bound to make a borrowing in accordance therewith. At no time shall the principal amount of Loans that are Eurodollar Loans exceed $40,000,000 in the aggregate for the Borrowers. Notwithstanding anything to the Term Loancontrary contained herein, must prior to the Syndication Date, all Loans shall be the Effective Dateincurred and maintained as Base Rate Loans. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied telecopy or telephonic telephone notice believed by the Administrative Agent in good faith to be from the Administrative a Borrower (or from any Authorized Officer officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each , and each Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed LoanLoan (or such shorter period as the Origination Agent and the Administrative Agent are willing to accommodate from time to time). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case use of Loans requested on the Effective Date, that proceeds of such Loan is requested to be the Term proposed Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, and in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect and (v) the wire instructions for the account or accounts to which the proposed Loan funds should be transferred. The LIBOR Rate for any LIBOR Rate Loans requested less than three (3) Business Days prior to the Term Loan, must borrowing date of the proposed Loan shall be calculated as of the Effective Datedate that is two (2) Business Days prior to the borrowing date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Upon its receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender, and thereafter each Lender shall make the amount of its applicable Revolving Loan Commitment available to the Administrative Agent in immediately available funds no later than 1:00 p.m. (New York City time) on the date of the proposed Loan. Upon receipt of all Loan funds, the Administrative Agent shall promptly transfer such funds to the Administrative Borrower by wire transfer in immediately available funds to the account or accounts designated in the Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C hereto or such other form approved by the Administrative Agent (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is (i) 3 1 U.S. Government Securities Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Term SOFR Loan and, in the case of a LIBOR Rate Term SOFR Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective DateDate and (vi) the Borrower’s wiring instructions. The Administrative Agent and the Lenders may act without liability upon the basis of written, written or telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C 2.02 hereto (a “"Notice of Borrowing”")), not later than 12:00 noon 1:00 p.m. (New York City time) on the date which is (i) 1 Business Day prior to the date of the proposed Loan if such proposed Loan is a Reference Rate Loan or 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each if such proposed Delayed Draw Term Loan is a LIBOR Rate Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon 1:00 p.m. (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be the Term a Revolving A Loan or a Revolving B Loan, (iii) in the case of a Revolving A Loan, whether the such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan Loan, and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, ; and (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Term Loan Funding Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from employee of the Administrative Borrower to the Administrative AgentBorrower). Each The Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. The proceeds of all Revolving Loans shall be disbursed by the Administrative Agent into the Disbursement Account.

Making the Loans. (a) The Administrative Each Committed Borrowing under Section 2.01 shall be made on Borrower's oral or written notice given by Borrower to the Agent (i) not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Committed Borrowing in the case of a Committed LIBOR Rate Loan and (ii) not later than 11:00 A.M. (New York City time) on the same Business Day of the proposed Committed Borrowing in the case of an ABR Loan. With respect to any oral notice of borrowing given by Borrower, Borrower shall give the Administrative Agent prior promptly thereafter confirm such notice in writing. Each written notice of borrowing and each confirmation of an oral notice of borrowing shall be in substantially the form of Exhibit C 2.02 hereto (a “"Notice of Borrowing”"). Each Notice of Borrowing shall be signed by Borrower and shall specify therein the requested (i) date of such Committed Borrowing, not (ii) Type of Loans comprising such Committed Borrowing, (iii) aggregate amount of such Committed Borrowing and (iv) with respect to any Committed LIBOR Rate Loan, the Interest Period for each such Loan. The Agent shall promptly deliver a copy of each Notice of Borrowing to each Bank, but in any event no later than 11:30 A.M. (New York City time) on the relevant borrowing date. Each Bank shall, before 12:00 noon Noon (New York City time) on the date which is (i) 3 Business Days prior of such Committed Borrowing, make available to the date of the proposed Term Loan and (ii) 15 Business Days prior Agent at its address referred to the date of each proposed Delayed Draw Term Loan (orin Section 11.02, in each caseimmediately available funds, such shorter period as the Administrative Bank's applicable Pro Rata Percentage of such Committed Borrowing. The Agent is willing to accommodate from time to timeshall, but in no event later than 12:00 noon 1:00 P.M. (New York City time) on ), make such funds available to Borrower at Borrower's account as shall be designated by Borrower to the borrowing date of the proposed Loan)Agent from time to time. Such Each Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested binding on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of BorrowingBorrower.

Making the Loans. (a) The Administrative Borrower Borrowing Agent shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C B hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing willing, in its sole discretion, to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan), it being understood and agreed that with respect to the Term Loan to be funded on the Effective Date, the Borrowing Agent shall be permitted to deliver, and the Administrative Agent shall accept, a Notice of Borrowing dated one (1) Business Day prior to the Effective Date. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount and type of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, Loan and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term LoanLoans, must be the Effective Date. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrowing Agent shall be deemed to have selected an Interest Period of one month's duration. Each Loan shall be made in Dollars. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower Borrowing Agent (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower Borrowing Agent to the Administrative Agent). Each Borrower The Borrowers hereby waives waive the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on the authority of any Authorized Officer’s authority Officer of the Borrowing Agent to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a3) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C B hereto (a “"Notice of Borrowing”")), not later than 12:00 noon 1:00 p.m. (New York City time) on the date which is (i) 3 10 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing willing, in its sole discretion, to accommodate from time to time, but in no event later than 12:00 noon (New York City time) it being understood and agreed that with respect to the Term Loan to be funded on the borrowing date Effective Date, the Borrower shall be permitted to deliver, and the Administrative Agent shall accept, a Notice of Borrowing dated one (1) Business Day prior to the proposed Loan)Effective Date. Such Notice of Borrowing shall be irrevocable (except with respect to the initial Notice of Borrowing, which may be conditioned on closing this Agreement) and shall specify (i) the principal amount and type of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iviii) the use of the proceeds of such proposed Loan, and (viv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Each Loan shall be made in Dollars. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied facsimile or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on the authority of any Authorized Officer’s authority Officer of the Borrower to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event DOCID - 27822767.5 - 52 - ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, and (ii) the proposed borrowing date, which, in the case of Loans requested on the Initial Loan, must be the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan Date and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Additional Loan, must be the First Amendment Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice of each requested Loan (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is (i) 3 two (2) Business Days prior to the date of the proposed Term Loan, (ii) five (5) Business Days prior to the date of each requested Revolving Loan and (iiiii) 15 fifteen (15) Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each casefor any of the above, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (viii) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof expressly designated in writing purportedly from the Administrative Borrower to the Administrative AgentAgent for purposes of delivering Notices of Borrowing). Each The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephone notice (immediately confirmed in writing, in substantially the form of Exhibit C H hereto (a “"Notice of Borrowing”"), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be the a Revolving Loan or a Term Loan, (iii) whether if requested by the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan andAdministrative Agent, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (viv) the proposed borrowing date, which must be a Business Day, and, with respect to the Term LoanLoans, must be the Effective DateDate and (v) in the case of Revolving Loans, if requested by the Administrative Agent, a Borrowing Base Certificate current as of the close of business on the immediately preceding day and otherwise complying with the conditions of Section 7.01(a)(vi), supported by a schedule showing the derivation thereof. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower The Borrowers hereby waives waive the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Except as otherwise provided in this Section 2.02, Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments, Term Loan A Commitments and Term Loan B Commitments, as the case may be.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is (i) 3 10 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time); provided, but in no event later than 12:00 noon (New York City time) that any Notice of Borrowing with respect to Loans to be made on the borrowing date of Effective Date shall be required to be delivered by 5:00 p.m. on the proposed Loan)Business Day prior to the Effective Date. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) which shall be a period contemplated by the use definition of the proceeds of such proposed Loanterm “Interest Period”, and (viv) the proposed borrowing date, which must be a Business Day, and, with respect to the any Term Loan, must be the Effective Date. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice in writing, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)) or such other form approved by the Administrative Agent, not later than 12:00 noon (New York City time) on the date which is (i) 3 in the case of the Term Loan, three (3) Business Days prior to the Effective Date, (ii) three (3) Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Revolving Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan), or (iii) in the case of any 2023 Incremental Revolving Loan, in accordance with Section 5.03(c)(iii). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, and, with respect to any 2023 Incremental Revolving Loan, shall be $3,000,000, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate SOFR Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, (v) Borrower’s account wiring instructions (which, in the case of the 2023 Incremental Revolving Loan, shall be the Blocked Account wiring instructions), and (vvi) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice notice, in substantially the form of Exhibit C hereto (a “Notice Notice, of Borrowing”), not later than 12:00 noon (New York City time) on the date which is (ix) 3 in the case of the Term Loans to be made on the Effective Date, on the date of the proposed Loan, (y) in the case of the Term Loans to be made pursuant to the Delayed Draw A Term Loan Commitment, 7 days prior to the date of the proposed Loan and (z) in the case of the Term Loans to be made pursuant to the Delayed Draw B Term Loan Commitment, 15 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, such shorter period as the Administrative Origination Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on one Business Day prior to the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (viii) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and the (iv) the wire instructions for the account or accounts to which the proposed Loan funds should be transferred. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic other electronic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Upon its receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender, and thereafter each Lender shall make the amount of its applicable Term Loan Commitment available to the Administrative Agent in immediately available funds no later than 12 noon (New York City time) on the borrowing date of the proposed Loan. Upon receipt of all Loan funds, the Administrative Agent shall transfer such funds to the Administrative Borrower by wire transfer in immediately available funds to the account or accounts designated in the Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing), in substantially the form of Exhibit C D hereto (a “Notice of Borrowing”), prior to the making of the proposed Loan, provided that such Notice of Borrowing shall be received by the Administrative Agent not later than 12:00 noon (New York City time) on the date which that is three (i3) 3 Business Days prior to the proposed borrowing date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loanaccommodate). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) whether such Loan is requested to be a Revolving Loan, the Initial Term Loan or an Additional Term Loan, (iv) the use of the proceeds of such proposed Loan (which, in the case of an Additional Term Loan, shall be used to repay NMFFP Indebtedness identified by the Required Lenders pursuant to Section 2.01(a)(iii)) and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower The Borrowers hereby waives waive the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give notice to the Administrative Agent prior written notice which may be given by (x) telephone or (y) in writing, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)) (provided, that, any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Notice of Borrowing), not later than 12:00 noon (A) 1:00 p.m. (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan, if made as a LIBOR Rate Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon 1:00 p.m. (New York City time) on the borrowing date of the proposed Loan)) or (B) 1:00 p.m. on the date of the proposed Loan, if made as a Reference Rate Loan. Such Any such Notice of Borrowing shall be irrevocable and shall specify (i) the applicable Borrower and principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, and (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan (other than any Incremental Term Loan), must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

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

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to (A) the Term Loan, must be the Effective Date and (B) with respect to the Revolving Loans, must be a Business Day after the Effective Date. If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (af) The Administrative Borrower shall give the Administrative Agent prior written notice in substantially the form of Exhibit C hereto (a “Notice of Borrowing”), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days (or, in the case of the Initial Term Loans 10:00 a.m. (New York City time) on the date which is 1 Business Day) prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon 10:00 a.m. (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR SOFR Rate Loan, the initial Interest Period with respect thereto, (iviii) the use of the proceeds of such proposed Loan, and (viv) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof xxxxxxx designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

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

Making the Loans. (a) The Administrative With respect to each Loan other than Loans outstanding pursuant to Section 2.01(a), the Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C B hereto (a “"Notice of Borrowing”"), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of any additional Loans requested on the Effective Closing Date, that whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (viv) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Closing Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Responsible Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Responsible Officer’s 's authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with a copy to the Revolving Agent with respect to the Revolving Loans) prior written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) (x) with respect to SOFR Loans, on the date which is (i) 3 U.S. Government Securities Business Days prior to the date of the proposed Term Loan (or such shorter period as the Administrative Agent and the Revolving Loan Lenders are willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan), (y) with respect to Reference Rate Loans, on the date of the proposed Loan and (iiz) 15 with respect to Specified Revolving Loans, on the date which is two (2) Business Days prior to the date of each the proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Revolving Agent is and the Revolving Loan Lenders are willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Specified Revolving Loan, a Reference Rate Loan or a LIBOR Rate SOFR Loan and, in the case of a LIBOR Rate SOFR Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (viii) the proposed borrowing date, which must be a Business Day, and, with respect to in the case of the Term Loan, Loans must be the Effective Date, (iv) the Borrower’s wire instruction for the remittance of funds and (v) with respect to Specified Revolving Loans, the information otherwise required in a Notice of LC Credit Event. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers in accordance with the terms herein until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

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

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C 2.01(b)(ii) hereto (a “Notice of Borrowing”)), not later than 12:00 noon 12:30 p.m. (New York City time) on the date which is (i) 3 Business Days (or 1 Business Day in the case of a Reference Rate Loan) prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing willing, in its sole discretion, to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the each Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (iv) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Loan shall be made in Dollars. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers Administrative Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is five (i5) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but provided that such Notice of Borrowing shall not be received by the Administrative Agent (i) in no event the case of a borrowing consisting of Reference Rate Loans, later than 12:00 noon (New York City time) on the borrowing date of the proposed LoanLoan and (ii) in the case of a borrowing consisting of LIBOR Loans, later than 12:00 noon (New York City time) on the date that is three Business Days prior to the proposed borrowing). Such Notice of Borrowing shall be irrevocable and shall specify (iA) the principal amount of the proposed Loan (which, in the case of a LIBOR Loan, must be in a minimum amount of $1,000,000 and in integral multiples of $500,000 in excess thereof), (iiB) whether such Loan is requested to be a Reference Rate Loan or a LIBOR Loan and, in the case of a LIBOR Loan, the initial Interest Period with respect thereto, (C) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be a Revolving Loan or the Term Loan, and (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (ivD) the use of the proceeds of such proposed Loan, and provided that the proceeds must be initially transferred to Reddy Ice or another Subsidiary Guarantor, (vE) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing, in the absence of manifest error. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice in substantially (the form of Exhibit C hereto (a “Notice of Borrowing”), not ) (which notice shall be irrevocable) no later than 12:00 noon 11:00 A.M. (New York City time) on the third Business Day before the requested date which is for the making of the Loans. The Notice of Borrowing shall specify (i) 3 Business Days prior to the requested date for the making of the proposed Term Loan requested Loans, which shall be a Business Day and (ii) 15 Business Days prior to the date principal amount of each proposed Delayed Draw Term requested Tranche A Loan (orand Tranche B Loan. Upon receipt of the Notice of Borrowing, in each case, such shorter period as the Administrative Agent is willing shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to accommodate from time to time, but in no event be made by such Lender on the requested date specified therein. (b) Not later than 12:00 noon 11:00 A.M. (New York City time) on the borrowing requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the proposed Loan)Administrative Agent, the Loan(s) to be made by such Lender on such date. Such Notice Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of Borrowing its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be irrevocable liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and shall specify (i) the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the proposed Loan, (iiLoan(s) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds made by such Lender on behalf of such proposed Loan, Lender. If and (v) to the proposed borrowing date, which must be a Business Day, and, extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Term Loan, must Loan(s) requested to be made by such Lender on such date and the Effective Date. The Administrative Agent and shall have so made available to the Lenders may act without liability upon Borrower funds in an amount equal to the basis principal amount of writtenthe Loan(s) to be made by such Lender on behalf of such Lender, telecopied or telephonic notice believed such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from until the Administrative Borrower date such amount shall have been repaid to the Administrative Agent)Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. Each Borrower hereby waives the right (d) All Loans made available to dispute the Administrative Agent’s record Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the terms of any such telephonic Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.Section 1.03

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a “"Notice of Borrowing”")), not later than 12:00 noon 10:00 a.m. (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon 10:00 a.m. (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount and type (either a Revolving Loan or a Term Loan) of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or an Eurodollar Rate Loan, and (iv) in the case of an Eurodollar Rate Loan, the initial Interest Period applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period". If no Interest Period is specified with respect to any requested Eurodollar Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice in substantially the form of Exhibit C B hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is three (i3) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (orin the case of a SOFR Loan), in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event or not later than 12:00 noon (New York City time) on the borrowing date which is one (1) Business Day prior to the date of the proposed Loan (in the case of a Reference Rate Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount and type of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, and, with respect to the Sixth Amendment Term Loan, must be the Sixth Amendment Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a SOFR Loan, (iv) in the case of a SOFR Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” and (v) the wiring information of the account of the Borrowers to which the proceeds of such Loan are to be disbursed. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied email or telephonic facsimile notice believed by the Administrative Agent in good faith to 75 #97889169v6 be from the Administrative Borrower (or from any Authorized Officer thereof txxxxxx designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephone notice (immediately confirmed in writing, in substantially the form of Exhibit C H hereto (a “"Notice of Borrowing”"), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date and on the Term Loan C Effective Date, that whether such Loan is requested to be the a Revolving Loan or a Term Loan, (iii) whether if requested by the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan andAdministrative Agent, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (viv) the proposed borrowing date, which must be a Business Day, 29 37 and, with respect to the Term LoanLoan A and the Term Loan B, must be the Effective Date and with respect to the Term Loan C, must be the Term Loan C Effective Date, and (v) in the case of Revolving Loans, a Borrowing Base Certificate current as of the close of business on the immediately preceding day and otherwise complying with the conditions of Section 7.01(a)(vi), supported by a schedule showing the derivation thereof. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent)) in the absence of gross negligence or willful misconduct on the part of the Administrative Agent as determined by a final judgment of a court of competent jurisdiction. Each The Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Except as otherwise provided in this Section 2.02, Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments, Term Loan A Commitments, Term Loan B Commitments and Term Loan C Commitments, as the case may be.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice in writing, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)) or such other form approved by the Administrative Agent, not later than 12:00 noon (New York City time) on the date which is (i) 3 in the case of the Initial Term Loan, three (3) Business Days prior to the Effective Date, (ii) three (3) Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Revolving Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan), or (iii) in the case of the Additional Term Loan, the Amendment No. 6 Effective Date, or (iv) in the case of any 2023 Incremental Revolving Loan, in accordance with Section 5.03(c)(iii). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, and, with respect to any 2023 Incremental Revolving Loan, shall be $3,000,000, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be a Revolving Loan, the Initial Term Loan or the Additional Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate SOFR Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, (v) Borrower’s account wiring instructions (which, in the case of the 2023 Incremental Revolving Loan, shall be the Blocked Account wiring instructions), and (vvi) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of writtenDate and, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower with respect to the Administrative Agent)Additional Term Loan, must be the Amendment No. Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.6

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice in writing, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)) or such other form approved by the Administrative Agent, not later than 12:00 noon (New York City time) on the date which is (i) 3 in the case of the Term Loan, three (3) Business Days prior to the Effective Date and (ii) three (3) Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Revolving Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate SOFR Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, (v) Borrower’s account wiring instructions, and (vvi) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.of

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

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent Lender prior written telephone notice (immediately confirmed in writing, in substantially the form of Exhibit C E hereto (a “Notice of Borrowing”)), not later than 12:00 noon 11:00 a.m. (New York City time) on the date which is (i) 3 five Business Days prior to the date of the proposed Term Loan Loan, provided that, during the six week period from and (ii) 15 after the Effective Date, such Notice of Borrowing may be delivered to the Lender four Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be the a Revolving Loan or a Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, Loan and (viv) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. Any Notice of Borrowing for any Loan after the Effective Date, the proceeds of which will be used to finance a Permitted Acquisition, shall include copies of the agreements, instruments and other documents specified in Section 6.02(e)(vi)(B). The Administrative Agent and the Lenders Lender may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent Lender in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower Borrowers to the Administrative AgentLender). Each Borrower hereby waives the right to dispute the Administrative AgentLender’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender Each Notice of Borrowing shall be entitled irrevocable and binding on the Borrowers. Each Revolving Loan shall be made in a minimum amount of $100,000 and shall be in an integral multiple of $50,000. The Lender will make the proceeds of such Loan available to rely conclusively the Borrowers on any Authorized Officer’s authority to request a Loan on behalf the day of the Borrowers until proposed Loan by causing an amount, in immediately available funds, to be deposited in an account designated by the Administrative Agent receives written notice Borrower to the contrary. The Administrative Agent and Lender at a commercial bank reasonably satisfactory to the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of BorrowingLender.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a “"Notice of Borrowing”")), not later than (i) 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term LIBOR Rate Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed LIBOR Rate Loan)) and (ii) 12:00 noon (New York City time) on the date that is 1 Business Day prior to the date of the proposed Reference Rate Loan; provided, that any Notice of Borrowing with respect to Loans to be made on the Effective Date shall be required to be delivered by 5:00 p.m. on the Business Day prior to the Effective Date. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) which shall be a period contemplated by the use definition of the proceeds of such proposed Loanterm "Interest Period", and (viv) the proposed borrowing date, which must be a Business Day, and, with respect to the any Term Loan, must be the Effective Date. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

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

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (promptly confirmed in writing, in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to in the date case of the proposed Term Loan and (ii) 15 Business Days prior to the date a borrowing consisting of each proposed Delayed Draw Term Loan (orABR Loans, in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan)ABR Loan and (ii) in the case of a borrowing consisting of Eurodollar Loans, 12:00 noon (New York City time) on the date that is three Business Days prior to the proposed borrowing. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate an ABR Loan or a LIBOR Rate Eurodollar Loan and, in the case of a LIBOR Rate Eurodollar Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (viii) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of BorrowingBorrowing absent manifest error. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Notwithstanding the foregoing, so long as any Disbursement Account is subject to a Control Agreement, the Administrative Agent may, subject to the conditions of this agreement (but without any further written notice required), make available to the Borrowers by a credit to an account of the Borrowers maintained with the Administrative Agent, the proceeds of ABR Loans to the extent necessary to pay items to be drawn on such Disbursement Account that day after giving effect to all Available Funds to be deposited to the Administrative Agent's Account on that day.

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

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice notice, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”), not later than 12:00 noon (New York City time) on the date which is three (i3) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate SOFR Loan and, in the case of a LIBOR Rate SOFR Loan, the initial Interest Period with respect thereto, (iviii) the use of the proceeds of such proposed Loan, and (viv) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective DateDate and (v) the Borrower’s account wiring instructions. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in a writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C 2.02 hereto (a “Notice of Borrowing”)), (i) in the case of a LIBOR Rate Loan, not later than 12:00 noon (New York City time) on the date which that is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter 41 period as the Administrative Agent is willing willing, in its sole discretion, to accommodate from time to time), but or (ii) in no event the case of a Reference Rate Loan, not later than 12:00 noon (New York City time) on the borrowing date of the proposed LoanLoan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time). Such Notice of Borrowing shall be irrevocable and shall specify (iA) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (vB) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date, (C) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (D) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term LIBOR Rate Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed LIBOR Rate Loan)) or (ii) the date of the proposed Reference Rate Loan. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice in substantially the form of Exhibit C hereto Borrowing Notice (a “Notice of Borrowing”), which shall be confirmed by telephone) not later than 12:00 noon 9:00 a.m. (New York City time) on the date which is (i) 3 seven Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, Borrowing Date or such shorter period as the Borrower and the Administrative Agent is willing may agree, and the Administrative Agent shall promptly deliver such Borrowing Notice to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan)each Lender. Such Borrowing Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed LoanBorrowing, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing dateBorrowing Date, which must be a Business DayDay and the Interest Period as of the Borrowing Date, andand the Borrower shall be bound to make a borrowing in accordance therewith. The maturity date for the Loan (the “Maturity Date”) shall be three months from the Borrowing Date; provided, with respect however, that the Maturity Date may be extended at the request of the Borrower every three months beginning on the Maturity Date of the initial term, by delivering a written request (which shall be confirmed by telephone) to the Term LoanAdministrative Agent to renew the Loan not later than 9:00 a.m. (New York City time) seven Business Days prior to the Maturity Date of the Loan (the “Renewal Notice”); provided, must further, that in no event shall the Maturity Date be extended to a date later than 334 days following the Effective Borrowing Date (such date, the “Final Maturity Date”). The Renewal Notice shall be irrevocable and shall specify the requested Interest Period as of the Renewal Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, written or telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

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

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice in substantially the form of Exhibit C B hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but provided, that such Notice of Borrowing shall be received by the Administrative Agent, (x) in no event the case of a borrowing consisting of a Reference Rate Loan, not later than 12:00 noon (New York City time) on the borrowing date of the proposed Reference Rate Loan, and (y) in the case of a borrowing consisting of LIBOR Rate Loans, not later than 12:00 noon (New York City time) on a date that is three (3) Business Days prior to the proposed borrowing). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iviii) the use of the proceeds of such proposed Loan, and (viv) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, written or telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, that such Loan is requested to be the Term LoanBorrower’s wiring instructions, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower ---------------- shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City time) on ------------------- the date which is five (i5) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon 1:00 p.m. (New York City time) on the borrowing date of the proposed Loan, it being understood that so long as Foothill acts as the Administrative Agent and the amount of the proposed Loan does not exceed $10,000,000, Foothill, acting as the Administrative Agent, may make such proposed Loan on the Business Day of the borrowing request). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) which, in the case of the Revolving B Loans requested and the Revolving C Loans, shall fully utilize the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment on the Effective Date, that such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (ivii) the use of the proceeds of such proposed Loan, and (viii) the proposed borrowing date, which must be a Business Day, and, with respect to and (iv) whether the Term Loan is a Revolving A Loan, must be the Effective DateRevolving B Loan or Revolving C Loan or a combination thereof. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice in substantially the form of Exhibit C B hereto (a “Notice of Borrowing”), not later than 12:00 noon (New York City time) on the date which is (i) 3 Business Days prior to the date of the proposed Term Loan and (ii) 15 Business Days prior to the date of each proposed Delayed Draw Term Loan (or, in each case, or such shorter period as the Administrative Agent is willing to accommodate from time to time, but provided, that such Notice of Borrowing shall be received by the Administrative Agent, (x) in no event the case of a borrowing consisting of a Reference Rate Loan, not later than 12:00 noon (New York City time) on the borrowing date of the proposed Reference Rate Loan, and (y) in the case of a borrowing consisting of LIBOR Rate Loans, not later than 12:00 noon (New York City time) on a date that is two (2) Business Days prior to the proposed borrowing). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) which, in the case of Loans requested the Term Loan A, shall fully utilize the Total Term Loan A Commitment on the Effective Date, that such Loan is requested to be and in the case of the Term LoanLoan B, shall fully utilize the Total Term Loan B Commitment on the Effective Date, (iiiii) whether the such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iviii) the use of the proceeds of such proposed Loan, and (viv) the proposed borrowing date, which must be a Business Day, and, and with respect to the Term LoanLoan A and the Term Loan B, must be the Effective Date. , and (v) whether the Loan is a Revolving Loan, Term Loan A or Term Loan B. The Administrative Agent and the Lenders may act without liability upon the basis of written, written or telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer Officer, the Assistant Treasurer or the Vice President of Finance and Accounting thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C D hereto (a “"Notice of Borrowing”")), not later than 12:00 noon (New York City timex) on in the date which is (i) 3 Business Days prior to the date case of the proposed Term Loan and (ii) 15 Business Days prior to the date a borrowing consisting of each proposed Delayed Draw Term Loan (ora Reference Rate Loan, in each case, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon 11:00 a.m. (New York City time) on the borrowing date of the proposed Reference Rate Loan), and (y) in the case of a borrowing consisting of LIBOR Rate Loans, 11:00 a.m. (New York City time) on a date that is three (3) Business Days prior to the date of the proposed borrowing. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan (which, in the case of a LIBOR Rate Loan, must be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess thereof), (ii) in the case of Loans requested on the Effective Date, that whether such Loan is requested to be the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) in the case of Loans requested on the Effective Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Notwithstanding anything to the contrary herein, all Loans made on the Effective Date shall be Reference Rate Loans. Thereafter all or any portion of the Loans may be converted into LIBOR Rate Loans in accordance with the terms of Section 2.09.