Common use of 0b Borrowings, Conversions and Continuations of Loans Clause in Contracts

0b Borrowings, Conversions and Continuations of Loans. (i) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to another, and each continuation of SOFR Loans, shall be made upon irrevocable notice by the Borrower to the Administrative Agent. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 12:00 p.m. (New York City time) three U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, SOFR Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (ii) 12:00 p.m. on the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 12:00 p.m. on the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans. Each notice pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of SOFR Loans shall be (i) in a principal amount of $3,000,000 or (ii) a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(d), each Borrowing of, or conversion to, Base Rate Loans shall be (i) in a principal amount of $1,000,000 or (ii) a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to another, or a continuation of SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If, with respect to any SOFR Loans, the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans, or Revolving Credit Loans shall be made as, or converted to, SOFR Loans with an Interest Period of 1 month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (ii) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Pro Rata Share of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of SOFR Loan is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to SOFR Loans with an Interest Period of one month as described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 3:00 p.m. (New York City time), on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.02 (or, if such Borrowing is the initial Credit Extension, Section 4.01 and Section 4.02), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, and second, to the Borrower as provided above. (iii) Except as otherwise provided herein, a SOFR Loan may be continued or converted only on the last day of an Interest Period for such SOFR Loan unless the Borrower pays the amount due under Section 3.06 in connection therewith. During the existence of an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as SOFR Loans. (iv) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for SOFR Loans upon determination of such interest rate. The determination of the Term SOFR by the Administrative Agent shall be conclusive in the absence of manifest error. (v) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to another, and all continuations of Term Loans or Revolving Credit Loans of the same Type, there shall not be more than ten Interest Periods in effect.

0b Borrowings, Conversions and Continuations of Loans. (i) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to anotherthe other, and each continuation of SOFR Loans, Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice must be in writing and Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) 12:00 p.m. (New York City time) three U.S. Government Securities Business Days (or for the Borrowing of the Term A Loan, one U.S. Government Securities Business Day) prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, to or continuation of, SOFR Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (ii) 12:00 p.m. on the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 12:00 p.m. on the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans. Each notice pursuant to this Section 2.02(a, and (ii) shall be delivered to on the Administrative Agent in the form requested date of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer any Borrowing of the BorrowerBase Rate Loans. Each Borrowing of, conversion to or continuation of SOFR Loans shall be (i) in a principal amount of $3,000,000 or (ii) a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(d), each Borrowing of, or conversion to, Base Rate Loans shall be (i) in a principal amount of $1,000,000 or (ii) a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Borrowing of the Delayed Draw Term Loan shall be in a minimum principal amount of $5,000,000. Each Loan Notice shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to anotherthe other, or a continuation of SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If, with respect to any SOFR Loans, If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans, or Revolving Credit Loans shall be made as, or converted to, SOFR Loans with an Interest Period of 1 monthBase Rate Loans. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (ii) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Pro Rata Share Applicable Percentage of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of SOFR Loan is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to SOFR Base Rate Loans with an Interest Period of one month as described in Section 2.02(a)the preceding subsection. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 3:00 1:00 p.m. (New York City time), on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.02 (orand, if such Borrowing is the initial Credit Extension, Section 4.01 and Section 4.024.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent Xxxxx Fargo Bank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such a Borrowing of Revolving Loans is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such L/C Borrowings, Borrowings and second, shall be made available to the Borrower as provided above. (iii) Except as otherwise provided herein, a SOFR Loan may be continued or converted only on the last day of an the Interest Period for such SOFR Loan unless the Borrower pays the amount due under Section 3.06 in connection therewithLoan. During the existence of an Event of a Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as SOFR Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the outstanding SOFR Loans be converted immediately to Base Rate Loans. (iv) The Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall promptly notify be conclusive and binding on the Borrower and the Lenders of the interest rate applicable to any Interest Period for SOFR Loans upon determination of such interest rate. The determination of the Term SOFR by the Administrative Agent shall be conclusive in the absence of manifest error. (v) After giving effect [reserved]. (vi) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all Term Borrowingsor a portion of its Loans in connection with any refinancing, all Revolving Credit Borrowingsextension, all conversions loan modification or similar transaction permitted by the terms of Term Loans or Revolving Credit Loans from one Type this Agreement, pursuant to anothera cashless settlement mechanism approved by the Borrower, the Administrative Agent and all continuations of Term Loans or Revolving Credit Loans of the same Type, there such Lender. (vii) This Section 2.02 shall not be more than ten Interest Periods in effectapply to Swingline Loans.

0b Borrowings, Conversions and Continuations of Loans. (i) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans, Loans or Alternative Currency Term Rate Loans shall be made upon the Company’s (or other applicable Borrower’s) irrevocable notice by the Borrower to the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice must be in writing and Loan Notice must be received by the Administrative Agent not later than 12:00 noon (i) 12:00 p.m. (New York City time) three U.S. Government Securities two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans, or of any conversion of Term SOFR Loans to Base Rate Loans toLoans, or continuation of, SOFR Loans (ii) four Business Days (or five Business Days in the case of any such Borrowing to be made on the Closing Date, one Business Day a Special Notice Currency) prior to the Closing Date)requested date of any Borrowing or continuation of Alternative Currency Loans, and (iiiii) 12:00 p.m. on the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 12:00 p.m. on the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans. Each notice pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Loans or Alternative Currency Loans shall be (i) in a principal amount of $3,000,000 5,000,000 or (ii) a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(dSections 2.03(c) and 2.04(c), each Borrowing of, of or conversion to, to Base Rate Loans shall be (i) in a principal amount of $1,000,000 or (ii) a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the applicable Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion CHAR1\1980830v3 of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to anotherthe other, or a continuation of SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If, with respect (vi) whether the Loans to any SOFR be borrowed are Revolving A Loans, Revolving B Loans, the Term A Loan, the Term B-4 Loan, or an Incremental Term Loan, and, as applicable, the currency of the Loans to be borrowed (it being understood that Term SOFR Loans and Base Rate Loans may only be made in Dollars), and (vii) the applicable Borrower. If the Company or other applicable Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company or other applicable Borrower fails to specify a Type of a Loan in a Committed Loan Notice or if the Company or other applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans, or Revolving Credit Loans shall be made as, or converted to, SOFR Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Alternative Currency Loans in their original currency with an Interest Period of 1 one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Company or other applicable Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. (ii) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of SOFR Loan is provided by the Company or other applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to SOFR Base Rate Loans with an Interest Period or continuation of one month Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 3:00 p.m. (New York City time)1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.02 5.03 (orand, if such Borrowing is the initial Credit Extension, Section 4.01 and Section 4.025.02), the Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the such Borrower on the books of the Administrative Agent Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the BorrowerCompany; provided, however, that if, on the date the Committed Loan Notice with respect to such of a Borrowing is given by the Borrowerof Revolving Loans denominated in Dollars, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such L/C Borrowings, Borrowings and second, shall be made available to the applicable Borrower as provided above. (iii) Except as otherwise provided herein, a Term SOFR Loan or Alternative Currency Term Rate Loan may be continued or converted only on the last day of an the Interest Period for such SOFR Loan unless the Borrower pays the amount due under Section 3.06 in connection therewithLoan. During the existence of an Event of a Default, at the election of the Administrative Agent or the Required Lenders, no Loans (whether in denominated in Dollars or any other currency) may be requested as, converted to or continued as Term SOFR LoansLoans or Alternative Currency Term Rate Loans without the consent of the Required Lenders. (iv) The Administrative Agent shall promptly notify the Borrower Company and the Lenders of the interest rate applicable to any Interest Period for SOFR Loans upon determination of such interest rate. The determination of the Term SOFR by At any time that Base Rate Loans are outstanding, the Administrative Agent shall be conclusive notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest error.such change. CHAR1\1980830v3 (v) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to anotherthe other, and all continuations of Term Loans or Revolving Credit Loans of as the same Type, there shall not be more than ten 15 Interest Periods in effecteffect with respect to all Loans. (vi) (i)

0b Borrowings, Conversions and Continuations of Loans. (i) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to anotherthe other, and each continuation of SOFR Loans, shall be made upon irrevocable notice by the Borrower to the Administrative Agent; provided that Loans (other than Bridge Loans) denominated in Dollars shall be Base Rate Loans or SOFR Loans. Each Other than with respect to a Borrowing of Base Rate Loans (which must be in writing and be received by the Administrative Agent not later than 12:00 p.m. (New York City time)), each such notice must be in writing and must be received by the Administrative Agent not later than (i) 12:00 2:00 p.m. (New York City timetime in the case of any Borrowing denominated in Dollars) (i) three U.S. Government Securities (3) Business Days prior to the requested date of any Borrowing of, or continuation of, SOFR Loans, or of any conversion of Base Rate Loans to, or continuation of, to SOFR Loans (or such later date as the Administrative Agent shall agree) (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), and (ii) 12:00 p.m. on the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 12:00 p.m. on five (5) Business Days prior to the requested date of any Revolving Credit Borrowing of Base Rate Bridge Loans (or such later date as the Bridge Loan Lenders shall agree) (or in the case of any conversion of SOFR Loans such Borrowing to Base Rate Loansbe made on the Third Amendment Effective Date, one (1) Business Day prior to the Third Amendment Effective Date (or such later time as the Bridge Loan Lenders may agree)). Each notice pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent and, with respect to Borrowings of Bridge Loans, to the Bridge Loan Lenders, in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each (x) Borrowing of, conversion to or continuation of SOFR Loans shall be (i) in the case of a Dollar Term Loan, in a principal amount of $3,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof and (iiy) Borrowing of Bridge Loans shall be in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(d), each Each Borrowing of, or conversion to, Base Rate Loans shall be (i) in the case of a Dollar Term Loan, a principal amount of $1,000,000 500,000 or (ii) a whole multiple of $500,000 100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Loans or Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to anotherthe other, or a continuation of SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) if applicable, the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Loans or Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted, converted and (v) if applicable, the duration of the Interest Period with respect thereto. If, Other than with respect to any SOFR Bridge Loans, ifIf the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Loans or Specified Refinancing Revolving Loans, or Revolving Credit Loans shall be made as, or converted to, SOFR Loans with an Interest Period of 1 one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. Any such automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Base Rate Loans or SOFR Loans, as applicable. If the Borrower requests a Borrowing of, conversion to, or continuation of SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monththree months. If the Borrower requests a Borrowing but no currency is specified in the Committed Loan Notice, the requested Borrowing shall be in Dollars. If the Borrower requests a Borrowing of Bridge Loans, the requesting Borrower shall be the UK Borrower. (ii) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Pro Rata Share ratable share of the applicable Tranche of Term Loans, Loans or Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of SOFR Loan Loans is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to SOFR Loans with an Interest Period of 88 one month as described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 3:00 p.m. than, in the case of any Loan denominated in Dollars, 9:00 a.m. (New York City time), ) on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.02 (or, if such Borrowing is the initial Credit Extension, Section 4.01 and Section 4.02)Article IV, the Administrative Agent shall make all funds so received by the cutoff times set forth above available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the such Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, and second, to the Borrower as provided above. (iii) Except as otherwise provided herein, a SOFR Loan may be continued or converted only on the last day of an Interest Period for such SOFR Loan unless the Borrower pays the amount due under Section 3.06 in connection therewith. During the existence of an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans denominated in Dollars may be requested as, converted to or continued as SOFR Loans. (iv) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for SOFR Loans upon determination of such interest rate. The determination of the Term SOFR by the Administrative Agent shall be conclusive in the absence of manifest error. (v) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to another, and all continuations of Term Loans or Revolving Credit Loans of the same Type, there shall not be more than ten Interest Periods in effect.