Common use of Borrowing Procedure Clause in Contracts

Borrowing Procedure. (i) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Borrowing of Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollars. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. a) Unless the Borrower has elected the Alternative Disbursement Option in accordance with Section 2.3(b), the Borrower shall deliver a Loan Request and the documents required to be delivered pursuant to Section 5.1.1(a) to the Facility Agent on or before 11:00 a.m., London time, not less than two (i2) Each Borrowing shall be Business Days in a minimum advance of the date that is two (2) Business Days prior to the anticipated delivery date of the Purchased Vessel. The aggregate amount of $5,000,000 in the case Loan to be advanced shall not exceed the US Dollar Maximum Loan Amount. b) The Borrower may, subject to Section 4.12(b), at any time prior to the Contractual Delivery Date, elect the Alternative Disbursement Option by written notice to the Facility Agent delivered ten (10) Business Days prior to the requested date of the first such advance to be made following such election. If so elected, the Borrower shall deliver a Borrowing of Eurocurrency Loans, or $1,000,000Loan Request and, in the case of the First Disbursement Date, the documents required to be delivered pursuant to Section 5.1.1(a) to the Facility Agent on or before 11:00 a.m. London time, not less than two (2) Business Days in advance of the date on which the Borrower is required to make a Borrowing pre-delivery installment to the Builder (other than, for the avoidance of ABR Loansdoubt, or in each case an integral multiple of $1,000,000 in excess thereof (the first such pre-delivery installment due under the Construction Contract) or, in the case of the advance on the Final Disbursement Date, not less than two (2) Business Days in advance of the date that is two (2) Business Days prior to the anticipated delivery date of the Purchased Vessel. Each such advance of a Borrowing denominated portion of the Loan shall not exceed the US Dollar Equivalent of 80% of the installment payment owing to the Builder on such date; provided, however, that (i) the advance to be made on the First Disbursement Date may be increased by up to 100% of the total amount of the Hermes Fee, (ii) the advance to be made on the Final Disbursement Date may be in an Alternate Currencyamount up to the excess of the US Dollar Maximum Loan Amount over the aggregate amount of all advances made prior to the Final Disbursement Date, and (iii) the aggregate amount of all such advances shall not exceed the US Dollar Maximum Loan Amount. c) The Facility Agent shall promptly notify each Lender of any Loan Request by forwarding a copy thereof to each Lender, together with its attachments. On the terms and subject to the conditions of this Agreement, the Alternate Currency Equivalent Loan (or portion thereof, rounded to as specified by the nearest 1,000 units of such Alternate Currency), and Borrower) shall be made on notice by the requesting Borrower to the Administrative Agent not later than Business Day specified in such Loan Request. On or before 11:00 a.m. (a.m., New York time) , on the third Business Day (orspecified in such Loan Request, the Lenders shall, without any set-off or counterclaim, deposit with respect the Facility Agent same day funds in an amount equal to Interest Periods other than one, two, three such Xxxxxx’s Percentage of the requested Loan or six months, fourth Business Day) prior portion thereof. Such deposit will be made to an account which the Facility Agent shall specify from time to time by notice to the date of such Borrowing in Lenders. To the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on extent funds are so received from the date of such Borrowing in Lenders, the case of a Borrowing consisting of ABR Loans, and the Administrative Facility Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowingwithout any set-off or counterclaim, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower on the Business Day specified in the Loan Request by promptly crediting wire transfer of same day funds to the amounts so receivedaccount or accounts the Borrower shall have specified in its Loan Request. d) The Borrower shall, upon receipt of the Dollar funds into the account referred to in like fundsSection 2.3(c) above, (i) complete the purchase of EUR with its counterparties or otherwise as set out in the Loan Request (by authorising and instructing the Facility Agent to such account remit the necessary Dollar funds to the said counterparties) and shall procure the payment of all EUR proceeds of such Borrower transactions to the EUR Pledged Account no later than the Business Day immediately following the Business Day specified in the Loan Request and (ii) to the extent of any such Dollar funds as shall not be used to purchase EUR, (by authorising and instructing the Administrative Facility Agent and accordingly) shall procure the payment of such Borrower may agreeDollar funds to the Dollar Pledged Account on the Business Day specified in the Loan Request. (ve) If the requesting Borrower fails elects to specify finance all or any part of the Hermes Fee with a Type portion of the advance made on the First Disbursement Date, the Borrower shall indicate such election in its Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation Request with respect to a Borrowing such advance. When this election is made, the amount of Eurocurrency Loans, then such Borrower the advance in Dollars (the “US Dollar Hermes Advance Amount”) that will fund the Hermes Fee shall be deemed equal to have requested the Dollar amount that corresponds to the EUR amount of the Hermes Fee to be financed with such advance, which amount shall be reasonably determined by the Facility Agent based on the spot rate for EUR-Dollar exchanges on the date such Loan Request is delivered, which spot rate shall be determined by reference to a Continuation publicly available market service like Bloomberg that can be independently verified by the Borrower. The Facility Agent shall notify the Borrower and the Lenders of the US Dollar Hermes Advance Amount (including the applicable spot rate referred to above) on the date such Loan Request is delivered, and the Lenders shall deposit such US Dollar Hermes Advance Amount with respect thereto the Facility Agent in accordance with an Interest Period of one monthSection 2.3(c). If the requesting The Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified directed the Facility Agent to pay over directly to Hermes on behalf of the Borrower that portion of the EUR amount of the Second Fee to be financed with the proceeds of the advance on the First Disbursement Date and to retain for the Borrower’s own account (and deposit in the Dollar Pledge Account pending disbursement in accordance with Section 2.3(f)) deposits made by the Lenders in Dollars in an Interest Period amount equal to the portion of one month. If the requesting Borrower requests a Borrowing ofUS Dollar Hermes Advance Amount attributable to the First Fee paid by the Facility Agent to Hermes on behalf of the Borrower. f) Upon the date of delivery of the Purchased Vessel, Conversion tothe Facility Agent shall direct that moneys standing to the credit of the Pledged Accounts shall, or Continuation in the manner set out in the Loan Request, be disbursed as follows: (i) in EUR, to the account of Eurocurrency Loans the Builder, as designated by the Builder and set out in the Loan Request, to the extent necessary to meet the final instalment of the Contract Price (including any such Notice of Borrowing, but fails portion thereof attributable to specify the Currency thereof, it will be deemed to have specified such Loans Buyer’s Allowance); and (ii) in Dollars, to the account of the Borrower, as designated by the Borrower and set out in the Loan Request, in reimbursement of the First Fee and in respect of any additional amounts standing to the Dollar Pledge Account as of the date of such disbursement, and such moneys shall be so disbursed on the said date of delivery or, if such date is not a Business Day, the first Business Day following the date of such delivery. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. (i) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Borrowing of Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date Business Day of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers Borrower and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day)Borrowing, (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof thereof, and (4) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 2:00 p.m. (New York timeLocal Time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such the Borrower as the Administrative Agent and such the Borrower may agree. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollars. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. (ia) Each Borrowing shall be in a minimum amount made on notice given by the Borrower to the Administrative Agent (i) not later than 11:00 a.m. on the requested date of $5,000,000 in the case of a Borrowing of Eurocurrency Loans, or $1,000,000such Borrowing, in the case of a Borrowing of ABR Loans, Loans or in each case an integral multiple (ii) not later than 11:00 a.m. three (3) Business Days prior to the requested date of $1,000,000 in excess thereof (orsuch Borrowing, in the case of a Borrowing denominated Eurodollar Borrowing; provided that such notice may be delivered as provided in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York timeSection 3.01(a)(xi) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing in the case of a any Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Closing Date. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit CJ (a “Notice of Borrowing”), specifying therein (A) the requested (1) date of such Borrowing (proposed Borrowing, which shall be a Business Day), (2B) Type of Loans comprising such Borrowing, (3) the aggregate amount of such proposed Borrowing, stated in Dollars, and (C) whether any portion of the Currency thereof and (4) in the case proposed Borrowing will be of a Borrowing of Eurocurrency ABR Loans or Eurodollar Loans, (D) the initial Interest Period or Interest Periods for any Eurodollar Loans and (E) the Class of such proposed Borrowing. The Loans shall be made as ABR Loans, unless, subject to Section 2.05, the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Loans. Each Borrowing shall be in an aggregate amount of not less than $500,000 or an integral multiple of $100,000 in excess thereof. (iiib) The Administrative Agent shall give to each Appropriate Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing and, if Eurodollar Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.05. Each Lender shall, before 1:00 2:00 p.m. (New York time) on the date of such the proposed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Accountits address referred to in Section 9.01(B), in same day fundsSame Day Funds in the applicable currency, such Lender’s ratable portion Ratable Portion of such proposed Borrowing. . Upon fulfillment (ivor due waiver in accordance with Section 9.01) After (i) on the Closing Date, of the applicable conditions set forth in Section 3.01 and (ii) at any time (including the Closing Date), of the applicable conditions set forth in Section 3.02, and, subject to clause (c) below, after the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will shall make such funds available to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as promptly as reasonably practicable. (c) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing (or any portion thereof), the Administrative Agent may assume that such Lender has made such Ratable Portion available to the Administrative Agent on the date of such Borrowing in accordance with this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Portion available to the Administrative Agent, such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate for the first Business Day and thereafter at the interest rate applicable at the time to the Loans comprising such Borrowing. If such Lender shall repay to the Administrative Agent such corresponding amount, such corresponding amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. If the Borrower shall repay to the Administrative Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may agreehave hereunder to the Borrower. (vd) If The failure of any Defaulting Lender to make on the requesting Borrower fails date specified any Loan or any payment required by it, including any payment in respect of its participation in Swing Loans and Letter of Credit Obligations, shall not relieve any other Lender of its obligations to specify a Type of make such Loan in a Notice of Borrowingor payment on such date but, then except to the applicable Loans extent otherwise provided herein, no such other Lender shall be made as ABR Loans. If responsible for the requesting Borrower fails failure of any Defaulting Lender to provide make a timely notice of Conversion Loan or Continuation with respect to a Borrowing of Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollarspayment required under this Agreement. (vie) After giving effect to all Borrowings, all Conversions conversions of Loans from one Type to the other, and all Continuationscontinuations of Loans as the same Type, there shall not be more than 15 ten (10) Interest Periods in effecteffect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Extension Amendment, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established.

Borrowing Procedure. (i) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Borrowing of Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) the applicable Borrowing Category (or as applicable Borrowing Categories), (4) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (45) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollars. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. (a) Whenever the Company desires to borrow hereunder, it shall deliver irrevocable telephonic notice to the Administrative Agent followed immediately by written notice in the form of a Notice of Borrowing, which telephonic notice must be received by the Administrative Agent no later than (i) Each Borrowing shall be in a minimum amount of $5,000,000 8:00 a.m. (California time) on the proposed Funding Date in the case of a Borrowing Base Rate Loans and (ii) 9:00 a.m. (California time) three Business Days in advance of Eurocurrency Loans, or $1,000,000, the proposed Funding Date in the case of a Borrowing of ABR Eurodollar Rate Loans, or in each case an integral multiple of $1,000,000 in excess thereof specifying (or, in A) the case of a Borrowing denominated in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (proposed Funding Date which shall be a Business Day), (2B) Type the amount of Loans comprising such Borrowingthe proposed borrowing, (3C) aggregate amount whether the proposed borrowing shall consist of such Borrowing, stated in DollarsBase Rate Loans or Eurodollar Rate Loans, and the Currency thereof and (4D) in the case of a Borrowing of Eurocurrency Eurodollar Rate Loans, initial the requested Interest Period for such LoansPeriod. Base Rate Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Eurodollar Rate Loans made on any Funding Date shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $500,000 in excess of that amount. (iiib) Promptly (and in any event within two hours) after receipt of a Notice of Borrowing (or telephone notice in lieu thereof), the Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, shall make available for the account of its Applicable Lending Office to the Administrative Agent at its Pro Rata Share of the Administrative Agent’s Accountamount (if any) by which the principal amount of the proposed borrowing exceeds the principal amount of the Loans (if any) maturing on the Funding Date, in same day funds, by remitting such Lender’s ratable portion of such Borrowing. (iv) After funds to the Administrative Agent’s receipt of such funds, and subject to Office no later than 11:00 a.m. (California time) on the Funding Date. Upon satisfaction of the applicable conditions set forth in Article IVSection 4.02, the Administrative Agent will shall make such funds available to the requesting Borrower by promptly crediting Company on such Funding Date the aggregate of the amounts (if any) so received, in like funds, made available by the Lenders by causing an amount of same day funds equal to such account of such Borrower as aggregate amount (if any) received by the Administrative Agent and to be credited to the account of the Company at the Administrative Agent’s Office. To the extent that Eurodollar Rate Loans made by the Lenders mature on any Funding Date, the Lenders shall apply the proceeds of the Loans made on such Borrower may agree. (v) If Funding Date, to the requesting Borrower fails extent thereof, to specify a Type the repayment of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency such maturing Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollarsand repayments intended to be a contemporaneous exchange. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. In the case of (i) Each Loans (other than Swingline Loans and Euro Term Loans), by delivering a Borrowing shall Request to the Administrative Agent on or before 12:00 noon on a Business Day, the Borrowers may from time to time irrevocably request, on the proposed date of the Borrowing in the case of Base Rate Loans, or on three Business Days’ notice in the case of Eurocurrency Loans denominated in Dollars, or on no less than five Business Days’, in the case of Alternate Currency Loans, that a Borrowing be made, in the case of Eurocurrency Loans, in a minimum amount of $5,000,000 in (or the case of a Borrowing of Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in each case Dollar Equivalent thereof) and an integral multiple of $1,000,000 in excess thereof (oror the Dollar Equivalent thereof), in the case of Base Rate Loans, in a Borrowing denominated minimum amount of $1,000,000 and an integral multiple of $100,000 or, in an Alternate Currencyeither case, in the Alternate Currency Equivalent thereof, rounded unused amount of the applicable Commitment. On the terms and subject to the nearest 1,000 units conditions of such Alternate Currency)this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on notice the Business Day and in the Currency specified in such Borrowing Request and (ii) Euro Term Loans, by the requesting Borrower delivering a Borrowing Request to the Administrative Agent not later on or before 12:00 noon, on no less than 11:00 a.m. (New York time) on five Business Days’ notice, the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing in Borrower may irrevocably request that Euro Term Loans be made as EURIBOR Loans. In the case of Loans (other than Swingline Loans), on or before 2:00 p.m. on such Business Day each Lender that has a Borrowing consisting Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s Revolving Loan Percentage of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in requested Borrowing. Such deposit will be made to the case of a Borrowing consisting of ABR Loans, and applicable account which the Administrative Agent shall give each Lender prompt specify from time to time by notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at Lenders. To the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After extent funds are received from the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IVLenders, the Administrative Agent will shall make such funds available to the requesting applicable Borrower by promptly crediting wire transfer to the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthin its Borrowing Request. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in No Lender’s obligation to make any such Notice of Borrowing, but fails Loan shall be affected by any other Lender’s failure to specify the Currency thereof, it will be deemed to have specified such Loans in Dollarsmake any Loan. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. (a) Whenever the Company desires to borrow hereunder, it shall deliver irrevocable telephonic notice to the Administrative Agent followed immediately by written notice in the form of a Notice of Borrowing, which telephonic notice must be received by the Administrative Agent no later than (i) Each Borrowing shall be in a minimum amount of $5,000,000 8:00 a.m. (California time) on the proposed Funding Date in the case of a Borrowing Base Rate Loans and (ii) 9:00 a.m. (California time) three Business Days in advance of Eurocurrency Loans, or $1,000,000, the proposed Funding Date in the case of a Borrowing of ABR Eurodollar Rate Loans, or in each case an integral multiple of $1,000,000 in excess thereof specifying (or, in A) the case of a Borrowing denominated in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (proposed Funding Date which shall be a Business Day), (2B) Type the amount of Loans comprising such Borrowingthe proposed borrowing, (3C) aggregate amount whether the proposed borrowing shall consist of such Borrowing, stated in DollarsBase Rate Loans or Eurodollar Rate Loans, and the Currency thereof and (4D) in the case of a Borrowing of Eurocurrency Eurodollar Rate Loans, initial the requested Interest Period for such LoansPeriod. Base Rate Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Eurodollar Rate Loans made on any Funding Date shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $500,000 in excess of that amount. (iiib) Promptly (and normally within two hours) after receipt of a Notice of Borrowing (or telephone notice in lieu thereof), the Administrative Agent shall notify each Bank of the proposed borrowing. Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, Bank shall make available for the account of its Applicable Lending Office to the Administrative Agent at its Pro Rata Share of the Administrative Agent’s Accountamount (if any) by which the principal amount of the proposed borrowing exceeds the principal amount of the Loans (if any) maturing on the Funding Date, in same day funds, by remitting such Lender’s ratable portion of such Borrowing. (iv) After the funds to Administrative Agent’s receipt of such funds, and subject to 's Office no later than 11:00 a.m. (California time) on the Funding Date. Upon satisfaction of the applicable conditions set forth in Article IVSection 4.02, the Administrative Agent will shall make such funds available to the requesting Borrower by promptly crediting Company on ------------ such Funding Date the aggregate of the amounts (if any) so received, in like funds, made available by the Banks by causing an amount of same day funds equal to such account of such Borrower as aggregate amount (if any) received by the Administrative Agent and to be credited to the account of the Company at such Borrower may agree. (v) If office of Bank of America. To the requesting Borrower fails extent that Eurodollar Rate Loans made by the Banks mature on any Funding Date, the Banks shall apply the proceeds of the Loans made on such Funding Date, to specify a Type the extent thereof, to the repayment of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency such maturing Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollarsand repayments intended to be a contemporaneous exchange. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. In the case of Loans (iother than Swing Line Loans), by delivering a Borrowing Request to the Administrative Agent (which the Administrative Agent shall promptly transmit to the Lenders) Each on or before 12:00 noon on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day’s notice in the case of Base Rate Loans, or three Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that a Borrowing shall be made, in the case of LIBO Rate Loans, in a minimum amount of $5,000,000 in the case 3,000,000 and an integral multiple of a Borrowing of Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Base Rate Loans, or in each case a minimum amount of $1,000,000 and an integral multiple of $1,000,000 in excess thereof (500,000 or, in either case, in the case unused amount of a the Revolving Loan Commitment. The Borrowing denominated in an Alternate CurrencyRequest shall include the Stated Maturity Date of the Loan which shall not be longer than six months from the requested issuance date of the Loan. With respect to the applicable Interest Period, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units Borrower will designate an interest period of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six monthsmonths in the Borrowing Request. On the terms and subject to the conditions of this Agreement, fourth each Borrowing shall be comprised of the Type of Loans, and shall be made on the Business Day) prior to the date of , specified in such Borrowing in Request. In the case of a Borrowing consisting of Eurocurrency Loans other than Swing Line Loans, on or not later than before 11:00 a.m. (New York time) on such Business Day each Lender shall deposit with the date Administrative Agent Same Day Funds in an amount equal to such Lender’s Revolving Loan Percentage of such Borrowing in the case of a Borrowing consisting of ABR Loans, and requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall give each Lender prompt specify from time to time by notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at Lenders. To the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After extent Same Day Funds are received from the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IVLenders, the Administrative Agent will shall make such funds available to the requesting Borrower by promptly crediting wire transfer to the amounts so received, accounts the Borrower shall have specified in like funds, its Borrowing Request no later than 12:00 noon on the date of the borrowing. No Lender’s obligation to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If the requesting Borrower fails to specify a Type of make any Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails affected by any other Lender’s failure to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in make any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in DollarsLoan. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. In the case of Loans (i) Each other than Swing Line Loans), by delivering a Borrowing shall Request to the Revolving Loan Administrative Agent or the Term Loan Administrative Agent, as applicable, on or before 12:00 noon on a Business Day, the Borrowers may from time to time irrevocably request, on the proposed date of the Borrowing in the case of Base Rate Loans, or on three Business Days’ notice in the case of LIBO Rate Loans denominated in Dollars, and in either case not more than five Business Days’ notice, or on no less than five Business Days’, and no more than ten Business Days’ notice in the case of Alternate Currency Loans, that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum amount of $5,000,000 in (or the case of a Borrowing of Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in each case Dollar Equivalent thereof) and an integral multiple of $1,000,000 in excess thereof (oror the Dollar Equivalent thereof), in the case of Base Rate Loans, in a Borrowing denominated minimum amount of $1,000,000 and an integral multiple of $100,000 or, in an Alternate Currencyeither case, in the Alternate Currency Equivalent thereof, rounded unused amount of the applicable Commitment. On the terms and subject to the nearest 1,000 units conditions of such Alternate Currency)this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to and in the date of Currency specified in such Borrowing in Request. In the case of a Borrowing consisting of Eurocurrency Loans other than Swing Line Loans, on or not later than before 11:00 a.m. (New York time) on such Business Day each Lender that has a Commitment to make the date Loans being requested shall deposit with the applicable Administrative Agent same day funds in an amount equal to such Lender’s Percentage of such Borrowing in the case of a Borrowing consisting of ABR Loans, and requested Borrowing. Such deposit will be made to the applicable account which each Administrative Agent shall give each Lender prompt specify from time to time by notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Lenders. To the extent funds are received from the Lenders, each Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will shall make such funds available to the requesting applicable Borrower by promptly crediting wire transfer to the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthin its Borrowing Request. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in No Lender’s obligation to make any such Notice of Borrowing, but fails Loan shall be affected by any other Lender’s failure to specify the Currency thereof, it will be deemed to have specified such Loans in Dollarsmake any Loan. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. (ia) Each Borrowing When the Company desires to borrow pursuant to Section 2.01, it shall be in a minimum amount of $5,000,000 in the case of a Borrowing of Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on ------------ deliver irrevocable telephonic notice by the requesting Borrower to the Administrative Agent not followed immediately by written notice in the form of the Notice of Borrowing, which telephonic notice must be received by the Administrative Agent no later than (i) 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing proposed Initial Funding Date in the case of a Borrowing consisting of Eurocurrency Base Rate Loans or not later than 11:00 a.m. and (ii) 12:00 noon (New York time) on three Business Days in advance of the date of such Borrowing proposed Initial Funding Date in the case of a Borrowing consisting of ABR Eurodollar Rate Loans, and specifying (A) the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit Cproposed Initial Funding Date, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2B) Type the amount of Loans comprising such Borrowingthe proposed borrowing, (3C) aggregate amount whether the proposed borrowing shall consist of such Borrowing, stated in DollarsBase Rate Loans or Eurodollar Rate Loans, and the Currency thereof and (4D) in the case of a Borrowing of Eurocurrency Eurodollar Rate Loans, initial the requested Interest Period for such LoansPeriod. Base Rate Loans made on the Initial Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Eurodollar Rate Loans made on the Initial Funding Date shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $500,000 in excess of that amount. (iiib) Promptly after receipt of the Notice of Borrowing (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shallshall make available to the Administrative Agent its Pro Rata Share of the amount of the proposed borrowing on the Initial Funding Date, before 1:00 in same-day funds, by remitting such funds to the Administrative Agent's Office no later than 2:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After the Administrative Agent’s receipt of such funds, and subject to the Initial Funding Date. Upon satisfaction of the applicable conditions set forth in Article IVSection 4.02, the ------------ Administrative Agent shall make available to the Company on the Initial Funding Date the aggregate of the amounts so made available by the Lenders by causing an amount of same-day funds equal to such aggregate amount received by the Administrative Agent will make such funds available to be credited to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agreeCompany designated thereby. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollars. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. (i) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Borrowing of SOFR Loans or Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on (x) the third Business Day prior to the date of such Borrowing in the case of a Borrowing consisting of SOFR Loans, (or, with respect to Interest Periods other than one, two, three or six months, y) the fourth Business Day) Day prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans denominated in an Alternate Currency or not later than 11:00 a.m. (New York timez) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) Class of Loans comprising such Borrowing, (4) the applicable Borrowing Category (or as applicable Borrowing Categories), (5) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (46) in the case of a Borrowing of SOFR Loans or Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such LenderXxxxxx’s ratable portion of such Borrowing. (iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of SOFR Loans or Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of SOFR Loans or Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of SOFR Loans or Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such SOFR Loans in Dollars. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect. Notwithstanding the foregoing no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period request (i) with respect to a Borrowing of 2025 Tranche Revolving Loans would end after the 2025 Termination Date and (ii) with respect to a Borrowing of 2027 Tranche Revolving Loans would end after the 2027 Termination Date.

Borrowing Procedure. In the case of Loans (i) Each other than Swing Line Loans), by delivering a Borrowing shall Request to the Administrative Agent on or before 12 noon on a Business Day, the Borrowers may from time to time irrevocably request, on the proposed date of the Borrowing in the case of Base Rate Loans, or on three Business Days’ notice in the case of LIBOR Rate Loans denominated in Dollars, and in either case not more than five Business Days’ notice, or on no less than five Business Days’, and no more than ten Business Days’ notice in the case of Alternate Currency Loans, that a Borrowing be made, in the case of LIBOR Rate Loans, in a minimum amount of $5,000,000 in (or the case of a Borrowing of Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in each case Dollar Equivalent thereof) and an integral multiple of $1,000,000 in excess thereof (oror the Dollar Equivalent thereof), in the case of Base Rate Loans, in a Borrowing denominated minimum amount of $1,000,000 and an integral multiple of $100,000 or, in an Alternate Currencyeither case, in the Alternate Currency Equivalent thereof, rounded unused amount of the applicable Commitment. On the terms and subject to the nearest 1,000 units conditions of such Alternate Currency)this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on notice by the requesting Borrower Business Day and in the Currency specified in such Borrowing Request. In the case of Loans (other than Swing Line Loans), on or before 2:00 p.m. on such Business Day each Lender that has a Commitment to make the Loans being requested shall deposit with the Administrative Agent not later than 11:00 a.m. (New York time) on same day funds in an amount equal to such Lender’s Revolving Loan Percentage of the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior requested Borrowing. Such deposit will be made to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and applicable account which the Administrative Agent shall give each Lender prompt specify from time to time by notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at Lenders. To the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After extent funds are received from the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IVLenders, the Administrative Agent will shall make such funds available to the requesting applicable Borrower by promptly crediting wire transfer to the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthin its Borrowing Request. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in No Lender’s obligation to make any such Notice of Borrowing, but fails Loan shall be affected by any other Lender’s failure to specify the Currency thereof, it will be deemed to have specified such Loans in Dollarsmake any Loan. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. (a) Each borrowing by the Borrower hereunder shall be (i) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Borrowing any Eurodollar Loan, in an aggregate amount of Eurocurrency Loans, not less than the Canadian Dollar Equivalent Value of C$1,000,000 or $1,000,000, an integral multiple of the Canadian Dollar Equivalent Value of C$500,000 in excess thereof; or (ii) in the case of a Borrowing any Base Rate Loan, in an aggregate amount of ABR Loans, not less than C$1,000,000 or in each case an integral multiple of $1,000,000 Canadian Dollar Equivalent Value of C$500,000 in excess thereof; or (iii) or in the case of any Canadian Prime Rate Loan, in an aggregate amount of not less than C$1,000,000 or an integral multiple of C$500,000 in excess thereof. Each Loan shall be made upon prior written notice from the Borrower to the Agent in the form of Exhibit B hereto (the "Notice of Borrowing") delivered to the Agent not later than 10:00 a.m. (Toronto time) at least (i) four Business Days prior to the requested Borrowing Date in the case of Alternate Currency Loans, (ii) three Business Day prior to the Borrowing Date, if such borrowing consists of Eurodollar Loans denominated in Dollars; and (iii) on the requested Borrowing Date, if such borrowing consists of Canadian Prime Rate Loans denominated in Dollars. Each Notice of Borrowing shall be irrevocable and shall specify (i) the amount of the proposed borrowing in Dollars or Alternate Currencies, as the case may be, and of each Loan comprising a part thereof; (ii) the Borrowing Date; (iii) the Type of Loan requested; (iv) with respect to any Eurodollar Loan, the Interest Period with respect to each such Loan and the Expiration Date of each such Interest Period (provided, that there shall not be more than seven (7) Interest Periods in effect at any one time under this Agreement); and (v) the demand deposit account of the Borrower where the proceeds of the borrowing are to be deposited. Promptly upon its receipt of a Notice of Borrowing, the Agent shall deliver by telefacsimile a copy thereof to each Bank. The Borrower may give the Agent telephonic notice by the required time of any proposed borrowing under this Section 2.2(a); provided, that such telephonic notice shall be promptly confirmed in writing by delivery to the Agent of a Notice of Borrowing. Neither the Agent nor any Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Agent believes in good faith to have been given by the Borrower or for otherwise acting in good faith under this Section 2.2(a). (b) Unless the Agent shall have received notice from a Bank (which must be received, except in the case of Base Rate Loans, at least one Business Day prior to the date of any borrowing) that such Bank will not make available to the Agent such Bank's Pro Rata Percentage of such borrowing as and when required hereunder, the Agent may assume that such Bank has made such portion available to the Agent on the date of such borrowing in accordance with Section 2.1(c), and the Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. The Agent shall give notice to the Borrower of any notice the Agent receives under this Section 2.2(b), provided that the Agent shall not be liable for the failure to give such notice. If and to the extent any Bank shall not have made its full amount available to the Agent in immediately available funds and the Agent in such circumstances has made available to the Borrower such amount, that Bank shall on the Business Day following such Borrowing Date make such amount available to the Agent, together with interest at the Overnight Rate or, in the case of a Borrowing denominated in an any borrowing consisting of Alternate CurrencyCurrency Loans, the Alternate Currency Equivalent thereofFederal Funds Rate, rounded for each day during such period. A notice of the Agent submitted to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, any Bank with respect to Interest Periods other than oneamounts owing under this subsection (b) shall be conclusive, twoabsent manifest error. If such amount is so made available, three or six monthssuch payment to the Agent shall constitute such Bank's Loan on the date of borrowing for all purposes of this Agreement. If such amount is not made available to the Agent on the Business Day following the borrowing date, fourth the Agent will notify the Borrower by the next succeeding Business Day) prior Day of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing in borrowing, at a rate per annum equal to the case interest rate applicable at the time to the Loans comprising such borrowing. (c) The failure of a Borrowing consisting any Bank to make the Loan to be made by it as part of Eurocurrency Loans or any borrowing shall not later than 11:00 a.m. (New York time) relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing in the case of a Borrowing consisting of ABR Loansborrowing, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) but no Bank shall be irrevocable and binding on responsible for the Borrowers and shall failure of any other Bank to make the Loan to be in substantially the form of Exhibit C, specifying therein the requested (1) date of made by such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) other Bank on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowingany borrowing. (ivd) After the Administrative Agent’s receipt The Canadian Dollar Equivalent Value of such funds, and subject to the satisfaction any borrowing of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Alternate Currency Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If determined by the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans Agent for such borrowing on the Computation Date therefor in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollarsaccordance with Section 3.2(a). (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. By delivering a Revolving Loan Borrowing Request to the Agent on a Business Day on or before 10:00 a.m. (New York City time), the Borrower may from time to time irrevocably request a Loan to be made (a) (i) in respect of any Borrowing comprised of Revolving Loans denominated in Dollars bearing interest at the LIBO Rate, on not less than three nor more than five Business Days’ notice, and in respect of any Borrowing comprised of (ii) Revolving Loans denominated in an Alternate Currency bearing interest at the LIBO Rate, on not less than five nor more than ten Business Days, notice and (b) in respect of any Borrowing comprised of Revolving Loans denominated in Dollars bearing interest at the Alternate Base Rate, on not less than one Business Day’s notice. Each Revolving Loan Borrowing shall Request must be in a an aggregate minimum amount of $5,000,000 10,000,000 and in integral multiples of $1,000,000, or the Foreign Currency Equivalent thereof in the case of a Revolving Loans made in an Alternate Currency. Subject to the terms and conditions of this Agreement, each Revolving Loan Borrowing of Eurocurrency Loans, or $1,000,000, shall be made on the Business Day specified in the case of a Revolving Loan Borrowing of ABR LoansRequest therefor. On such Business Day, each Lender shall deposit in an account maintained with the Agent same day funds, on or in each case an integral multiple of $1,000,000 in excess thereof before 11:00 a.m. (New York City time) (or, in the case of a Borrowing Loans denominated in an Alternate Currencya currency other than Dollars, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currencyon or before a mutually agreed upon time), and shall be made on notice by in an amount equal to such Lender’s Percentage of the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such requested Revolving Loan Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day fundsrelevant currency, such Lender’s ratable portion of such Borrowing. (iv) After the Administrative Agent’s receipt of such funds, and subject deposit to the satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower by promptly crediting the amounts so received, in like funds, be made to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If shall specify from time to time by notice to the requesting Borrower fails Lenders. No Lender’s obligation to specify a Type of make any Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails affected by any other Lender’s failure to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in make any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in DollarsLoan. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. (ia) Each Borrowing shall be in made upon the Borrower’s irrevocable delivery of a minimum amount Borrowing Request, appropriately completed and signed by a Responsible Officer of $5,000,000 the Borrower, on behalf of the Borrower, to the (I) in the case of a any Borrowing of Eurocurrency Revolving Credit Loans, Revolving Administrative Agent and (II) in the case of any Borrowing of Term Loans, Administrative Agent (provided that the notices in respect of (x) any Borrowing of Revolving Credit Loans and/or Delayed Draw Term Loans may be conditioned on the closing of a related Permitted Acquisition and (y) the Borrowing of the Sixteenth Amendment Incremental Term Loans may be conditioned on the closing of the Applied Avionics Acquisition). Each such notice must be received by the applicable Agent not later than (i) 1:00 p.m., New York time, three (3) Business Days prior to the requested date of any Borrowing or $1,000,000continuation of Term SOFR Loans or any conversion of Base Rate Loans to SOFR Loans and (ii) 11:00 a.m., New York time, on the requested date of any Borrowing of Base Rate Loans or any conversion of SOFR Loans to Base Rate Loans; provided that the notice referred to in subclause (i) above may be delivered not later than 1:00 p.m., New York time, one (1) Business Day prior to the Closing Date or any Incremental Facility Closing Date, as applicable, in the case of a the Initial Term Loans or Incremental Term Loans. Except as provided in Section 2.02 and Section 2.17, each Borrowing of (x) ABR Loans, or Loans shall be in each case an aggregate principal amount that is (i) an integral multiple of $1,000,000 in excess thereof (or, in 100,000 and not less than the case of a Minimum Borrowing denominated in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three Amount or six months, fourth Business Day) prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice equal to the remaining available balance of a Borrowing the applicable Commitments and (a “Notice of Borrowing”y) shall be irrevocable and binding on the Borrowers and SOFR Loans shall be in substantially an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the form Minimum Borrowing Amount or (ii) equal to the remaining available balance of Exhibit Cthe applicable Commitments. Each Borrowing Request shall specify (i) the Class of Commitment that are requested to be funded, specifying therein (ii) the requested (1) date of such the Borrowing (which shall be a Business Day), (2iii) the amount of Loans to be borrowed, (iv) the Type of Loans comprising such Borrowingto be borrowed, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) wire instructions of the account(s) to which funds are to be disbursed. If the requesting Borrower fails to specify a Type of Loan in a Notice of BorrowingBorrowing Request, then the applicable Loans shall be made as ABR Loansa SOFR Loan with a one-month Interest Period. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation specify an Interest Period with respect to a Borrowing of Eurocurrency LoansSOFR Loan, then such the Borrower shall be deemed to have requested a Continuation with respect thereto with selected an Interest Period of one month. If the requesting Borrower requests ’s duration. (b) Following receipt of a Borrowing ofRequest, Conversion tothe applicable Agent shall promptly notify each applicable Lender of the amount of its pro rata share of the applicable Class of Loans being requested. Each Lender shall make the amount of its Loan available to the applicable Agent by wire transfer of immediately available funds at the Administrative Agent’s payment office specified by the applicable Agent not later than 12:00 noon (New York, or Continuation New York) on the Business Day specified as the applicable requested date of Eurocurrency Loans Borrowing in the applicable Borrowing Request. The applicable Agent shall make all funds so received available to the Borrower in like funds as received by the applicable Agent by causing the wire transfer of such funds, in each case, in accordance with instructions provided by the Borrower to the applicable Agent in the Borrowing Request. (c) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Notice of Borrowing, but fails no Lender shall be responsible for the failure of any other Lender to specify an Interest Period, it will make the Loan to be deemed to have specified an Interest Period made by such other Lender on the date of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollars. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. By delivering a Borrowing Request to the Administrative Agent on or before 11:00 a.m. (iNew York City, New York time) Each on a Business Day, the Borrower may from time to time irrevocably request, (a) on not less than one Business Day (but in any event not more than five Business Days’ notice) in the case of ABR Loans (other than Swingline Loans), (b) on not less than three (but in any event not more than five) Business Days’ notice in the case of Eurodollar Loans, or (c) on such Business Day in the case of Swingline Loans, (d) that a Borrowing shall be made, in the case of ABR Loans (other than Swingline Loans), in a minimum amount of $1,000,000 and an integral multiple of $100,000, in the case of Eurodollar Loans, in a minimum amount of $5,000,000 and an integral multiple of $100,000, in the case of Swingline Loans, in a minimum amount of $100,000 and an integral multiple of $100,000 or, in any such case, in the unused amount of the applicable Commitment. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans of the respective Tranche specified in such Borrowing Request, and shall be made on the Business Day specified in such Borrowing Request. On or before 1:00 p.m. (New York City, New York time) on such Business Day (or on or before 3:00 p.m. (New York City, New York time) on such Business Day in the case of a Borrowing of Eurocurrency Swingline Loans, or $1,000,000, ) each Lender with a Commitment of the respective Tranche shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s pro rata portion (determined as provided below) of the case of a requested Borrowing of ABR Loans, or in each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated in an Alternate CurrencySwingline Loans, the Alternate Currency Equivalent Swingline Lender will make available the full amount thereof, rounded to the nearest 1,000 units of ). Each such Alternate Currency), and shall deposit will be made on notice by the requesting Borrower to an account which the Administrative Agent not later than 11:00 a.m. shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR LoansMandatory Borrowing), and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower by promptly crediting wire transfer to the amounts so receivedaccounts the Borrower shall have specified in its Borrowing Request. No Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to make any Loan. All Borrowings of Term Loans and Revolving Loans under this Agreement shall be incurred from the Lenders pro rata on the basis of their Term Loan Commitments or Revolving Loan Commitments, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower case may agree. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowingbe, then the applicable Loans provided that all Mandatory Borrowings shall be made as ABR Loans. If incurred from the requesting Borrower fails to provide a timely notice RL Lenders pro rata on the basis of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollarstheir RL Percentages. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. (i) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Borrowing of Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans (other than XXXXX Rate Loans), initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans (other than XXXXX Rate Loans), then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans (other than XXXXX Rate Loans) in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollars. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. To request Loans, Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of Eurocurrency Loans in dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing, (ii) in the case of Eurocurrency Loans in an Alternate Currency, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing or (iii) in the case of ABR Loans, not later than 10:00 a.m., New York City time, (A) on the date of the proposed borrowing if the proposed borrowing is in an aggregate amount equal to or less than $20.0 million and (B) one Business Day before the date of the proposed borrowing if the proposed borrowing is in an aggregate amount in excess of $20.0 million. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested borrowing is to be a Borrowing borrowing of Revolving Loans, or Term Loans; (b) the aggregate amount of such borrowing; (c) the date of such borrowing, which shall be a Business Day; (d) whether such borrowing is to be for ABR Loans or Eurocurrency Loans; SC1:3775857.9 LEGAL_US_E # 113365636.9 (e) in the case of Eurocurrency Loans, or $1,000,000the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); (g) that the conditions set forth in Sections 4.02(b)-(d) have been satisfied as of the date of the notice; and (h) in the case of a Borrowing of ABR Loans, or in each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated Eurocurrency Loans in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded for such Loans. If no election as to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated is specified for Loans in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowingdollars, then the applicable Loans requested borrowing shall be made as for ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation no Interest Period is specified with respect to a Borrowing of any requested Eurocurrency LoansLoan, then such Borrower shall be deemed to have requested a Continuation with respect thereto with selected an Interest Period of one three month’s duration. If the requesting Borrower requests Promptly following receipt of a Borrowing ofRequest in accordance with this Section, Conversion to, or Continuation the Administrative Agent shall advise each applicable Lender of Eurocurrency Loans in any the details thereof and of the amount of such Notice Lender’s Loan to be made as part of the requested Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollars. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. (a) Whenever the Company desires to borrow hereunder, it shall deliver irrevocable telephonic notice to the Administrative Agent followed immediately by written notice in the form of a Notice of Borrowing, which telephonic notice must be received by the Administrative Agent no later than (i) Each Borrowing shall be in a minimum amount of $5,000,000 8:00 a.m. (California time) on the proposed Funding Date in the case of a Borrowing Base Rate Loans and (ii) 9:00 a.m. (California time) three Business Days in advance of Eurocurrency Loans, or $1,000,000, the proposed Funding Date in the case of a Borrowing of ABR Eurodollar Rate Loans, or in each case an integral multiple of $1,000,000 in excess thereof specifying (or, in A) the case of a Borrowing denominated in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (proposed Funding Date which shall be a Business Day), (2B) Type the amount of Loans comprising such Borrowingthe proposed borrowing, (3C) aggregate amount whether the proposed borrowing shall consist of such Borrowing, stated in DollarsBase Rate Loans or Eurodollar Rate Loans, and the Currency thereof and (4D) in the case of a Borrowing of Eurocurrency Eurodollar Rate Loans, initial the requested Interest Period for such LoansPeriod. Base Rate Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Eurodollar Rate Loans made on any Funding Date shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $500,000 in excess of that amount. (iiib) Promptly (and normally within two hours) after receipt of a Notice of Borrowing (or telephone notice in lieu thereof), the Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, shall make available for the account of its Applicable Lending Office to the Administrative Agent at its Pro Rata Share of the Administrative Agent’s Accountamount (if any) by which the principal amount of the proposed borrowing exceeds the principal amount of the Loans (if any) maturing on the Funding Date, in same day funds, by remitting such Lender’s ratable portion of such Borrowing. (iv) After funds to the Administrative Agent’s receipt of such funds, and subject to 's Office no later than 11:00 a.m. (California time) on the Funding Date. Upon satisfaction of the applicable conditions set forth in Article IVSection 4.02, the Administrative Agent will shall ------------ make such funds available to the requesting Borrower by promptly crediting Company on such Funding Date the aggregate of the amounts (if any) so received, in like funds, made available by the Lenders by causing an amount of same day funds equal to such account of such Borrower as aggregate amount (if any) received by the Administrative Agent and to be credited to the account of the Company at the Administrative Agent's Office. To the extent that Eurodollar Rate Loans made by the Lenders mature on any Funding Date, the Lenders shall apply the proceeds of the Loans made on such Borrower may agree. (v) If Funding Date, to the requesting Borrower fails extent thereof, to specify a Type the repayment of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency such maturing Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollarsand repayments intended to be a contemporaneous exchange. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. (iI) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of To request a Borrowing of Eurocurrency Loans, or $1,000,000, in under any Facility (other than the case of a Borrowing of ABR Loans, or in each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated in an Alternate CurrencyTranche B Subfacility), the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and Relevant Borrower shall be made on notice by the requesting Borrower to notify the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans request by telecopy or not later than 11:00 a.m. electronic transmission (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4i) in the case of a Borrowing of Eurocurrency RateTerm SOFR Loans, initial Interest Period for such not later than 12:00 p.m., Local Time, threetwo (2) Business Days before the date of the proposed Borrowing, (ii) in the case of a Borrowing of U.S. Base Rate Loans (other than Swingline Loans. ), not later than 12:00 p.m., Local Time, on the Business Day of the proposed Borrowing, (iii) Each Lender shallin the case of a Borrowing of B/A Equivalent Loans, not later than 11:00 a.m., Local Time, three Business Days before 1:00 p.m. (New York time) on the date of such Borrowingthe proposed Borrowing or, make available for (iv) in the account case of its Applicable Lending Office to a Borrowing of Alternative Currency Loans, not later than 11:00 a.m., Local time, three Business Days (or five Business Days in the Administrative Agent at case of a Special Notice Currency) before the Administrative Agent’s Accountdate of the proposed Borrowing or (v) in the case of a Borrowing of European Base Rate Loans, in same not later than 11:00 a.m., Local Time, on the day funds, such Lender’s ratable portion of such the proposed Borrowing. (ivII) After the Administrative Agent’s receipt of such funds, and subject Subject to the satisfaction of each of the applicable conditions set forth in Article IVIV of the First Amendment, the Tranche B Revolving Loans shall be funded on the First Amendment Effective Date. To request a Borrowing under the Tranche B Subfacility, the U.S. Borrowers shall notify the Administrative Agent will make of such funds available request by telecopy or electronic transmission (i) in the case of a Borrowing of Eurocurrency Rate Loans (as defined in this Agreement immediately prior to the requesting Borrower by promptly crediting Third Amendment Effective Date), not later than 12:00 p.m., Local Time, three Business Days before the amounts so receivedFirst Amendment Effective Date, and (ii) in like fundsthe case of a Borrowing of U.S. Base Rate Loans, to such account of such Borrower as not later than 12:00 p.m., Local Time, on the Administrative Agent and such Borrower may agreeFirst Amendment Effective Date. (vIII) If the requesting Borrower fails to specify a Type of Loan in a Each such written Notice of Borrowing, then Borrowing shall specify the applicable following information in compliance with Section 2.02: (a) the aggregate amount of such Borrowing (it being understood that the Tranche B Revolving Loans will be fully funded on the First Amendment Effective Date); (b) the date of such Borrowing (which shall be made the First Amendment Effective Date in the case of the Tranche B Revolving Loans), which shall be a Business Day; (c) whether such Borrowing is to be a Borrowing of U.S. Base Rate Loans, a Borrowing of EurocurrencyTerm SOFR Loans, a Borrowing of Alternative Currency Term Rate Loans, a Borrowing of Alternative Currency Daily Rate Loans, a Borrowing of B/A Equivalent Loans or a Borrowing of European Base Rate Loans; (d) in the case of a Borrowing of EurocurrencyTerm SOFR Loans, Alternative Currency Term Rate Loans or B/A Equivalent Loans, the initial Interest Period or Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period" or "Contract Period," as ABR applicable; (e) the location and number of the account to which funds are to be disbursed; (f) the Facility under which the Loans are to be borrowed; (g) the currency of the Borrowing (which shall be U.S. Dollars in the case of the Tranche B Revolving Loans. If the requesting Borrower fails ); (h) with respect to provide Delayed Draw Term Loans only, whether such Borrowing shall consist of a timely notice of Conversion Delayed Draw Equipment Tranche or Continuation a Delayed Draw Real Property Tranche; (i) with respect to a Delayed Draw Equipment Tranche or a Delayed Draw Real Property Tranche only, (x) the Delayed Draw Equipment Tranche Documentation or Delayed Draw Real Property Tranche Documentation, as applicable, and (y) a calculation of the Delayed Draw Term Loan Advance Amount applicable thereto; and (j) that the conditions set forth in Article IV of the Second Restatement Agreement, Article IV of the First Amendment or Section 6, as applicable, are satisfied or waived as of the date of the notice. (IV) If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Borrowing of Eurocurrency U.S. Base Rate Loans. If no Interest Period or Contract Period is specified with respect to any requested Borrowing of EurocurrencyTerm SOFR Loans, Alternative Currency Term Rate Loans or B/A Equivalent Loans, then such the Relevant Borrower shall be deemed to have requested a Continuation with respect thereto with selected an Interest Period or Contract Period of one month's duration. If no currency is specified, then the requesting Borrower requests requested Borrowing shall be made in Dollars for U.S. Borrowers and Canadian Dollars for the Canadian Borrowers; provided that, for the avoidance of doubt, Borrowings of Tranche B Revolving Loans shall be made only in Dollars to U.S. Borrowers. Promptly following receipt of a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollars. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. (a) The Company shall give to the Administrative Agent prior notice (by telex or telecopier, or by telephone (confirmed in writing promptly thereafter)) of its intention to borrow under this Section 2, by delivery to the Administrative Agent of a borrowing request substantially in the form of Exhibit K hereto (each, a "Borrowing Request") specifying: (i) Each the proposed date of such borrowing (each, a "Borrowing Date"), which date shall be in a minimum amount of $5,000,000 Business Day in the case of Reference Loans or a Borrowing Eurodollar Business Day in the case of Eurocurrency LIBOR Loans, or $1,000,000(ii) the aggregate principal amount of the Committed Loans to be made on such date, which shall, in the case of a Borrowing of ABR LIBOR Loans, or be in each case an integral multiple the minimum aggregate amount of $5,000,000 and multiples of $1,000,000 in excess thereof (orand, in the case of a Borrowing denominated Reference Loans, be in an Alternate Currencythe minimum aggregate amount of $1,000,000 and multiples thereof, (iii) whether such Committed Loans are to be funded as LIBOR Loans or Reference Loans, and (iv) in the case of LIBOR Loans, the Alternate Currency Equivalent thereof, rounded initial Interest Period therefor. (b) A Borrowing Request shall be given by (i) 12:00 noon (Minneapolis time) not less than three Eurodollar Business Days prior to the nearest 1,000 units of proposed Borrowing Date if such Alternate Currency), Loan is to be a LIBOR Loan and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 (ii) 10:30 a.m. (New York Minneapolis time) on the third Business Day (orproposed Borrowing Date if such Loan is to be a Reference Loan; provided, however, that with respect to Interest Periods other a LIBOR Loan borrowing on the Effective Date, the Borrowing Request shall be given by 12:00 noon (Minneapolis time) not less than one, two, three or six months, fourth two Eurodollar Business Day) Days prior to the Effective Date. Subject to Sections 2.9 and 2.10, upon receipt by the Administrative Agent, a Borrowing Request shall be irrevocable. (c) On the date of receipt of such Borrowing in Request by the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR LoansAdministrative Agent, and the Administrative Agent shall give each Lender prompt notice by telephone or telecopy to each Bank of the contents thereof. . Each Bank shall make immediately available funds equal to the amount of its Committed Loan available to the Administrative Agent for the account of the Company at First Bank National Association, Minneapolis, Minnesota, or at such other office designated by the Administrative Agent from time to time, not later than 12:00 noon (ii) Each such notice of a Minneapolis time), on each Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on Date. Unless the Borrowers and shall be in substantially Administrative Agent is aware that the form of Exhibit C, specifying therein conditions precedent to the requested (1) date making of such Borrowing Committed Loans set forth in Sections 9 and 10 have not been satisfied (in which event the Administrative Agent shall be a Business Daypromptly notify the Company and all the Banks), the Administrative Agent shall make available to the Company not later than 12:30 p.m. (2Minneapolis time) Type of Loans comprising on such BorrowingBorrowing Date, (3) aggregate the amount of such Borrowing, stated in Dollars, and the Currency thereof and (4) funds so received in the case type of a Borrowing funds received by it (or, at the option of Eurocurrency Loansthe Administrative Agent, initial Interest Period for such Loans. in immediately available funds). On or before the close of business (iii) Each Lender shall, before 1:00 p.m. (New York Minneapolis time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to Business Day that the Administrative Agent at determines the Administrative Agent’s Account, LIBO Rate for any Committed Loans in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After accordance with the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IVrespective definitions thereof, the Administrative Agent will make such funds available shall use best efforts to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account notify each Bank of such Borrower as the Administrative Agent and such Borrower may agreeLIBO Rate. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollars. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. To request Loans (other than Swingline Loans), Borrower shall deliver a duly completed and executed Borrowing Request to the Administrative Agent (a)(i) in the case of Eurodollar Loans to be made on the Closing Date, not later than 11:00 a.m., one Business Day before the date of the proposed Borrowing[reserved] and (ii) in the case of EurodollarTerm SOFR Loans to be made after the Closing Date, not later than 11:00 a.m., threetwo Business Days before the date of the proposed Borrowing (provided, that, with respect to clauses (a)(i) and (a)(ii) above, if Borrower wishes to request an Interest Period for such Eurodollar Loans having a duration other than one, three or six months as provided in the definition of “Interest Period,” the applicable Borrowing Request must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing), (b) in the case of Alternate Currency Revolving Loans (other than any Special Notice Currency), not later than 11:00 a.m., four Business Days before the date of the proposed Borrowing (provided, that, if Borrower wishes to request an Interest Period for Alternate Currency Term Rate Loans having a duration other than one, three or six months as provided in the definition of “Interest Period,” the applicable Borrowing Request must be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the requested date of such Borrowing), (c) in the case of Alternate Currency Revolving Loans in an Alternate Currency that is a Special Notice Currency, not later than 11:00 a.m., five Business Days before the date of the proposed Borrowing (provided, that, if Borrower wishes to request an Interest Period for Alternate Currency Term Rate Loans having a duration other than one, three or six months as provided in the definition of “Interest Period,” the applicable Borrowing Request must be received by the Administrative Agent not later than 11:00 a.m. six Business Days prior to the requested date of such Borrowing), or (d) in the case of ABR Loans, not later than 10:00 a.m. (i) on the date of the proposed Borrowing if the proposed Borrowing is in an aggregate amount equal to or less than $20.0 million and (ii) one Business Day before the date of the proposed Borrowing if the proposed Borrowing is in an aggregate amount in excess of $20.0 million. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (A) whether the requested Borrowing is to be a minimum Revolving Borrowing, a Term Borrowing, an Incremental Term Borrowing or a Replacement Term Borrowing; (B) the aggregate amount of $5,000,000 such Borrowing; (C) the date of such Borrowing, which shall be a Business Day; (D) whether such Borrowing is to be a ABR Borrowing, EurodollarTerm SOFR Borrowing, Alternate Currency Daily Rate Borrowing or Alternate Currency Term Rate Borrowing; (E) in the case of a EurodollarTerm SOFR Borrowing or an Alternate Currency Term Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of Eurocurrency Loansthe term “Interest Period” (it being understood and agreed that, with respect to any Alternative Currency Term Rate Borrowing, the Administrative Agent shall give prompt notice to the appropriate Lenders of any request for an Interest Period having a duration other than one, three or six months as provided in the definition of “Interest Period,” and, not later than 11:00 a.m., (x) three Business Days before the requested date of such Borrowing denominated in dollars, or $1,000,000, (y) four Business Days (or five Business Days in the case of a Borrowing Special Notice Currency) prior to the requested date of ABR Loans, or in each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a such Borrowing denominated in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded Administrative Agent shall notify Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the nearest 1,000 units appropriate Lenders); (F) the location and number of such Alternate CurrencyBorrower’s account to which funds are to be disbursed; (G) that the conditions set forth in Sections 4.02(b), (d) and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York timef) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to have been satisfied as of the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof notice; and (4H) in the case of a Alternate Currency Daily Rate Borrowing of Eurocurrency Loansor an Alternate Currency Term Rate Borrowing, initial Interest Period the Alternate Currency for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office . If no election as to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If the requesting Borrower fails to specify a Type of Loan Loans is specified for Borrowings in a Notice of Borrowingdollars, then the applicable Loans requested Borrowing shall be made as for ABR Loans. If no election as to the requesting Borrower fails to provide a timely notice currency of Conversion or Continuation Loans is specified, then the requested Borrowing shall be in dollars. If no Interest Period is specified in the applicable Borrowing Request with respect to a any requested EurodollarTerm SOFR Borrowing of Eurocurrency Loansor an Alternate Currency Term Rate Borrowing, then such Borrower shall be deemed to have requested a Continuation with respect thereto with selected an Interest Period of (x) three months, in the case of a EurodollarTerm SOFR Term Borrowing, a EurodollarTerm SOFR Incremental Term Borrowing, or a EurodollarTerm SOFR Replacement Term Borrowing, and (y) one month, in the case of a EurodollarTerm SOFR Revolving Borrowing or an Alternate Currency Term Rate Borrowing. If During the requesting Borrower requests existence of a Default, no new Loans may be requested as EurodollarTerm SOFR Loans or Alternate Currency Revolving Loans without the consent of the Required Lenders. Promptly following receipt of a Borrowing ofRequest in accordance with this Section 2.03, Conversion to, or Continuation the Administrative Agent shall advise each applicable Lender of Eurocurrency Loans in any the details thereof and of the amount of such Notice Xxxxxx’s Loan to be made as part of the requested Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollars. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. (a) Each borrowing by the Borrower hereunder shall be (i) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Borrowing any Eurodollar Loan, in an aggregate amount of Eurocurrency Loans, not less than the Dollar Equivalent Value of $3,000,000 or an integral multiple of the Dollar Equivalent Value of $1,000,000, 1,000,000 in excess thereof; or (ii) in the case of a Borrowing any Base Rate Loan, in an aggregate amount of ABR Loans, not less than $1,000,000 or in each case an integral multiple of $1,000,000 500,000 in excess thereof. Each Loan shall be made upon prior written notice from the Borrower to the Agent in the form of Exhibit B hereto (the "Notice of Borrowing") delivered to the Agent not later than 10:00 (Dallas time) at least (i) four Business Days prior to the requested Borrowing Date in the case of Alternate Currency Loans, (ii) three Business Day prior to the Borrowing Date, if such borrowing consists of Eurodollar Loans denominated in Dollars; and (iii) on the requested Borrowing Date, if such borrowing consists of Base Rate Loans denominated in Dollars. Each Notice of Borrowing shall be irrevocable and shall specify (i) the amount of the proposed borrowing in Dollars or Alternate Currencies, as the case may be, and of each Loan comprising a part thereof; (ii) the Borrowing Date; (iii) the Type of Loan requested; (iv) with respect to any Eurodollar Loan, the Interest Period with respect to each such Loan and the Expiration Date of each such Interest Period (provided, that there shall not be more than seven (7) Interest Periods in effect at any one time under this Agreement); and (v) the demand deposit account of the Borrower at the Agent's Domestic Lending Office with which the proceeds of the borrowing are to be deposited. Promptly upon its receipt of a Notice of Borrowing, the Agent shall deliver by telefacsimile a copy thereof to each Bank. The Borrower may give the Agent telephonic notice by the required time of any proposed borrowing under this Section 2.2(a); provided, that such telephonic notice shall be promptly confirmed in writing by delivery to the Agent of a Notice of Borrowing. Neither the Agent nor any Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Agent believes in good faith to have been given by the Borrower or for otherwise acting in good faith under this Section 2.2(a). (b) Unless the Agent shall have received notice from a Bank (which must be received, except in the case of Base Rate Loans, at least one Business Day prior to the date of any borrowing) that such Bank will not make available to the Agent such Bank's Pro Rata Percentage of such borrowing as and when required hereunder, the Agent may assume that such Bank has made such portion available to the Agent on the date of such borrowing in accordance with Section 2.1(c), and the Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. The Agent shall give notice to the Borrower of any notice the Agent receives under this Section 2.2(b), provided that the Agent shall not be liable for the failure to give such notice. If and to the extent any Bank shall not have made its full amount available to the Agent in immediately available funds and the Agent in such circumstances has made available to the Borrower such amount, that Bank shall on the Business Day following such Borrowing Date make such amount available to the Agent, together with interest at the Federal Funds Rate or, in the case of a Borrowing denominated in an any borrowing consisting of Alternate CurrencyCurrency Loans, the Alternate Currency Equivalent thereofOvernight Rate, rounded for each day during such period. A notice of the Agent submitted to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, any Bank with respect to Interest Periods other than oneamounts owing under this subsection (b) shall be conclusive, twoabsent manifest error. If such amount is so made available, three or six monthssuch payment to the Agent shall constitute such Bank's Loan on the date of borrowing for all purposes of this Agreement. If such amount is not made available to the Agent on the Business Day following the borrowing date, fourth the Agent will notify the Borrower by the next succeeding Business Day) prior Day of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing in borrowing, at a rate per annum equal to the case interest rate applicable at the time to the Loans comprising such borrowing. (c) The failure of a Borrowing consisting any Bank to make the Loan to be made by it as part of Eurocurrency Loans or any borrowing shall not later than 11:00 a.m. (New York time) relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing in the case of a Borrowing consisting of ABR Loansborrowing, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) but no Bank shall be irrevocable and binding on responsible for the Borrowers and shall failure of any other Bank to make the Loan to be in substantially the form of Exhibit C, specifying therein the requested (1) date of made by such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) other Bank on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowingany borrowing. (ivd) After the Administrative Agent’s receipt The Dollar Equivalent Value of such funds, and subject to the satisfaction any borrowing of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Alternate Currency Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If determined by the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans Agent for such borrowing on the Computation Date therefor in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollarsaccordance with Section 3.2(a). (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. (a) Whenever the Borrower desires to obtain a Revolving Borrowing hereunder, the Company, in its capacity as operating agent for the Borrower (acting through the Designated Domestic Office), or the Borrower shall deliver irrevocable telephonic notice to the Administrative Agent followed immediately by written notice in the form of a Revolving Loan Notice, which telephonic notice must be received by the Administrative Agent no later than (i) Each Borrowing shall be in a minimum amount of $5,000,000 8:00 a.m. on the Business Day prior to the proposed Funding Date in the case of a Borrowing Base Rate Loans and (ii) 9:00 a.m. three Business Days in advance of Eurocurrency Loans, or $1,000,000, the proposed Funding Date in the case of a Borrowing of ABR Eurodollar Rate Loans, or in each case an integral multiple of $1,000,000 in excess thereof specifying (or, in A) the case of a Borrowing denominated in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (proposed Funding Date which shall be a Business Day), (2B) Type the amount of Loans comprising such the proposed Revolving Borrowing, (3C) aggregate amount whether the proposed Revolving Borrowing shall consist of such Borrowing, stated in DollarsBase Rate Loans or Eurodollar Rate Loans, and the Currency thereof and (4D) in the case of a Borrowing of Eurocurrency Eurodollar Rate Loans, initial the requested Interest Period for such LoansPeriod. Base Rate Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Eurodollar Rate Loans made on any Funding Date shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $500,000 in excess of that amount. (iiib) Promptly (and in any event within two hours) after receipt of a Revolving Loan Notice (or telephone notice in lieu thereof), the Administrative Agent shall notify each Revolving Lender of the proposed Revolving Borrowing. Each Revolving Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, shall make available for the account of its Applicable Lending Office to the Administrative Agent at its Pro Rata Revolving Share of the Administrative Agent’s Accountamount (if any) by which the principal amount of the proposed Revolving Borrowing exceeds the principal amount of the Revolving Loans (if any) maturing on the Funding Date, in same day funds, by remitting such Lender’s ratable portion of such Borrowing. (iv) After funds to the Administrative Agent’s receipt of such funds, and subject to Office no later than 11:00 a.m. on the Funding Date. Upon satisfaction of the applicable conditions set forth in Article IVSection 4.02, the Administrative Agent will shall make such funds available to the requesting Borrower by promptly crediting on such Funding Date the aggregate of the amounts (if any) so received, in like funds, made available by the Revolving Lenders by causing an amount of same day funds equal to such account of such Borrower as aggregate amount (if any) received by the Administrative Agent and to be credited to the account of the Borrower at the Administrative Agent’s Office. To the extent that Eurodollar Rate Loans made by the Revolving Lenders mature on any Funding Date, the Revolving Lenders shall apply the proceeds of the Revolving Loans made on such Borrower may agree. (v) If Funding Date, to the requesting Borrower fails extent thereof, to specify a Type the repayment of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency such maturing Revolving Loans, then such Borrower shall Revolving Loans and repayments intended to be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollarscontemporaneous exchange. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. (i) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Borrowing of SOFR Loans or Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on (x) the third Business Day prior to the date of such Borrowing in the case of a Borrowing consisting of SOFR Loans, (or, with respect to Interest Periods other than one, two, three or six months, y) the fourth Business Day) Day prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans denominated in an Alternate Currency or not later than 11:00 a.m. (New York timez) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) Class of Loans comprising such Borrowing, (4) the applicable Borrowing Category (or as applicable Borrowing Categories), (5) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (46) in the case of a Borrowing of SOFR Loans or Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such LenderXxxxxx’s ratable portion of such Borrowing. (iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of SOFR Loans or Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of SOFR Loans or Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of SOFR Loans or Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such SOFR Loans in Dollars. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect. Notwithstanding the foregoing no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period request (i) with respect to a Borrowing of 2024 Tranche Revolving Loans would end after the 2024 Termination Date and (ii) with respect to a Borrowing of 2027 Tranche Revolving Loans would end after the 2027 Termination Date.

Borrowing Procedure. In the case of Loans (other than Swing Line Loans), by delivering a Borrowing Request to the Administrative Agent on or before 11:00 a.m., New York time, on a Business Day, any Borrower may from time to time irrevocably request, on (i) Each not less than one Business Day’s notice in the case of Floating Rate Loans, (ii) two Business Days’ notice in the case of Fixed Rate Loans comprised of Canadian BAs or (iii) three Business Days’ notice in the case of Fixed Rate Loans comprised of Eurocurrency Rate Loans, and in any case not more than five Business Days’ notice, that a Borrowing shall be made, (a) in the case of Fixed Rate Loans, in a minimum amount of C$1,000,000 and an integral multiple of C$500,000 (for Loans denominated in Canadian Dollars) and $5,000,000 in the case of a Borrowing of Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in each case 1,000,000 and an integral multiple of $1,000,000 (for Loans denominated in excess thereof U.S. Dollars) and (or, b) in the case of Floating Rate Loans, in a Borrowing minimum amount of C$1,000,000 and an integral multiple of C$500,000 (for Loans denominated in Canadian Dollars) and $1,000,000 and an Alternate Currencyintegral multiple of $500,000 (for Loans denominated in U.S. Dollars) or, in either case, in the Alternate Currency Equivalent thereof, rounded unused amount of the applicable Commitment. On the terms and subject to the nearest 1,000 units conditions of such Alternate Currency)this Agreement, each Borrowing shall be comprised of the Class and type of Loans, and shall be made on notice by the requesting Borrower Business Day, specified in such Borrowing Request. In the case of Loans (other than Swing Line Loans), on or before 11:00 a.m., New York time on such Business Day each Lender that has a Commitment to make the Loans being requested shall deposit with the Administrative Agent not later than 11:00 a.m. (New York time) on same day funds in an amount equal to such Lender’s Percentage of the third Business Day (or, with respect requested Borrowing. Such deposit will be made to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and an account which the Administrative Agent shall give each Lender prompt specify from time to time by notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at Lenders. To the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After extent funds are received from the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IVLenders, the Administrative Agent will shall make such funds available to the requesting applicable Borrower by promptly crediting wire transfer to the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans, then accounts such Borrower shall be deemed have specified in its Borrowing Request. The obligations of the Lenders hereunder to have requested a Continuation with respect thereto with an Interest Period make Loans, to fund participations in Letters of one monthCredit and Swing Line Loans and to make payments pursuant to Section 11.9 and the final paragraph of Section 12.4 are several and not joint. If the requesting Borrower requests a Borrowing ofThe failure of any Lender to make any committed Loan, Conversion to, or Continuation of Eurocurrency Loans in to fund any such Notice participation or to make any payment under Section 11.9 and the final paragraph of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in Section 12.4 on any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollars. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be more than 15 Interest Periods in effectresponsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.9 and the final paragraph of Section 12.4.

Borrowing Procedure. (a) To request a Borrowing (subject to Section 2.17(e) with respect to European Swingline Loans), the Administrative Borrower, on behalf of the applicable Borrower, shall deliver, by hand delivery, telecopier or, to the extent separately agreed by the Administrative 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (i) Each Borrowing shall be in a minimum amount of $5,000,000 (A) prior to the USD LIBOR Transition Date, in the case of a Eurocurrency Borrowing (other than a Eurocurrency Borrowing made in GBP), not later than 12:00 noon, New York time, three (3) Business Days before the date of Eurocurrency Loansthe proposed Borrowing, or $1,000,000(iior (B) thereafter, in the case of a Borrowing of ABR SOFR Rate Loans, or in each case an integral multiple not later than 12:00 noon, New York time, three (3) RFR Business Days before the date of $1,000,000 in excess thereof the proposed Borrowing, (or, iii) in the case of a EURIBOR Borrowing, or a Eurocurrency Borrowing denominated made in an Alternate CurrencyGBP, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York a.m., London time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth (3) Business Day) prior to Days before the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such proposed Borrowing, or (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4iiiiv) in the case of a Borrowing of Eurocurrency RFR Loans (other than SOFR Rate Loans), initial Interest Period for such Loans. not later than 11:00 a.m. London time, five (iii5) Each Lender shallRFR Business Days before the date of the proposed Borrowing or (iv) in the case of a Base Rate Borrowing, before 1:00 p.m. (not later than 12:00 noon, New York time, on the date of the proposed Borrowing. All Borrowing Requests which are not made on-line via the Administrative Agent’s electronic platform or portal shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) on the Administrative Agent’s authentication process (with results satisfactory to the Administrative Agent) prior to the funding of any such requested Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of such Borrowing; (ii) the date of such Borrowing, make available for the account which shall be a Business Day; (iii) whether such Borrowing shall constitute a Borrowing of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s AccountU.S. Revolving Loans, in same day fundsU.K. Revolving Loans, such Lender’s ratable portion of such Borrowing.German Revolving Loans or Swiss Revolving Loans; (iv) After in the Administrative Agent’s receipt case of Dollar Denominated Loans, whether such funds, and subject Borrowing is to be (x) a Base Rate Borrowing or (y) (I) prior to the satisfaction of the applicable conditions set forth in Article IVUSD LIBOR Transition Date, the Administrative Agent will make such funds available a Eurocurrency Borrowing or (II) thereafter, a SOFR Rate Borrowing; provided, that Base Rate Borrowings may only be made to U.S. Borrowers or to the requesting Borrower by promptly crediting the amounts so receivedCanadian Borrower, in like funds, whether such Borrowing is to such account of such Borrower as the Administrative Agent and such Borrower may agree.be a Base Rate Borrowing or a Eurocurrency Borrowing; (v) If (x) in the requesting Borrower fails case of U.S. Revolving Loans, whether such Borrowing is to specify a Type be made to the U.S. Borrowers or the Canadian Borrower, and the names of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If Borrowers and (y) in the requesting Borrower fails to provide case of a timely notice German Revolving Loan or a Swiss Revolving Loan, the names of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollars.applicable Borrowers; (vi) After giving effect in the case of a Eurocurrency Borrowing or, EURIBOR Borrowing or a Term RFR Borrowing, the initial Interest Period to all Borrowingsbe applicable thereto, all Conversions which shall be a period contemplated, as applicable, by the definition of the term “Eurocurrency Interest Period,” or “EURIBOR Interest Period” or “Term RFR Interest Period” (and all Continuations, there shall not be more than 15 Interest Periods in effect.have been removed pursuant to Section 2.11(d));

Borrowing Procedure. (a) The Company shall give to the Administrative Agent prior notice (by telex or telecopier, or by telephone (confirmed in writing promptly thereafter)) of its intention to borrow under this Section 2, by delivery to the Administrative Agent of a borrowing request substantially in the form of Exhibit K hereto (each, a "Borrowing Request") specifying: (i) Each the proposed date of such borrowing (each, a "Borrowing Date"), which date shall be in a minimum amount of $5,000,000 Business Day in the case of Base Rate Loans or a Borrowing Eurodollar Business Day in the case of Eurocurrency LIBOR Loans, or $1,000,000(ii) the aggregate principal amount of the Committed Loans to be made on such date, which shall, in the case of a Borrowing of ABR LIBOR Loans, or be in each case an integral multiple the minimum aggregate amount of $5,000,000 and multiples of $1,000,000 in excess thereof (orand, in the case of a Borrowing denominated Base Rate Loans, be in an Alternate Currencythe minimum aggregate amount of $1,000,000 and multiples thereof, (iii) whether such Committed Loans are to be funded as LIBOR Loans or Base Rate Loans, and (iv) in the case of LIBOR Loans, the Alternate Currency Equivalent thereof, rounded initial Interest Period therefor. (b) A Borrowing Request shall be given by (i) 12:00 noon (Minneapolis time) not less than three Eurodollar Business Days prior to the nearest 1,000 units of proposed Borrowing Date if such Alternate Currency), Loan is to be a LIBOR Loan and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 (ii) 10:30 a.m. (New York Minneapolis time) on the third Business Day (orproposed Borrowing Date if such Loan is to be a Base Rate Loan; provided, however, that with respect to Interest Periods other a LIBOR Loan borrowing on the Effective Date, the Borrowing Request shall be given by 12:00 noon (Minneapolis time) not less than one, two, three or six months, fourth two Eurodollar Business Day) Days prior to the Effective Date. Subject to Sections 2.9 and 2.10, upon receipt by the Administrative Agent, a Borrowing Request shall be irrevocable. (c) On the date of receipt of such Borrowing in Request by the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR LoansAdministrative Agent, and the Administrative Agent shall give each Lender prompt notice by telephone or telecopy to each Bank of the contents thereof. . Each Bank shall make immediately available funds equal to the amount of its Committed Loan available to the Administrative Agent for the account of the Company at U.S. Bank National Association, or at such other office designated by the Administrative Agent from time to time, not later than 12:00 noon (ii) Each such notice of a Minneapolis time), on each Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on Date. Unless the Borrowers and shall be in substantially Administrative Agent is aware that the form of Exhibit C, specifying therein conditions precedent to the requested (1) date making of such Borrowing Committed Loans set forth in Sections 9 and 10 have not been satisfied (in which event the Administrative Agent shall be a Business Daypromptly notify the Company and all the Banks), the Administrative Agent shall make available to the Company not later than 12:30 p.m. (2Minneapolis time) Type of Loans comprising on such BorrowingBorrowing Date, (3) aggregate the amount of such Borrowing, stated in Dollars, and the Currency thereof and (4) funds so received in the case type of a Borrowing funds received by it (or, at the option of Eurocurrency Loansthe Administrative Agent, initial Interest Period for such Loans. in immediately available funds). On or before the close of business (iii) Each Lender shall, before 1:00 p.m. (New York Minneapolis time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to Business Day that the Administrative Agent at determines the Administrative Agent’s Account, LIBO Rate for any Committed Loans in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After accordance with the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IVrespective definitions thereof, the Administrative Agent will make such funds available shall use best efforts to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account notify each Bank of such Borrower as the Administrative Agent and such Borrower may agreeLIBO Rate. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollars. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. To request Loans, Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of Eurocurrency Loans in dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing, (ii) in the case of Eurocurrency Loans in an Alternate Currency, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing or (iii) in the case of ABR Loans, not later than 10:00 a.m., New York City time, (A) on the date of the proposed borrowing if the proposed borrowing is in an aggregate amount equal to or less than $20.0 million and (B) one Business Day before the date of the proposed borrowing if the proposed borrowing is in an aggregate amount in excess of $20.0 million. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested borrowing is to be a Borrowing borrowing of Revolving Loans, or Term Loans; (b) the aggregate amount of such borrowing; (c) the date of such borrowing, which shall be a Business Day; (d) whether such borrowing is to be for ABR Loans or Eurocurrency Loans; (e) in the case of Eurocurrency Loans, or $1,000,000the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); (g) that the conditions set forth in Sections 4.02(b)-(d) have been satisfied as of the date of the notice; and (h) in the case of a Borrowing of ABR Loans, or in each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated Eurocurrency Loans in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded for such Loans. If no election as to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated is specified for Loans in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowingdollars, then the applicable Loans requested borrowing shall be made as for ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation no Interest Period is specified with respect to a Borrowing of any requested Eurocurrency LoansLoan, then such Borrower shall be deemed to have requested a Continuation with respect thereto with selected an Interest Period of one month’s duration. If the requesting Borrower requests Promptly following receipt of a Borrowing ofRequest in accordance with this Section, Conversion to, or Continuation the Administrative Agent shall advise each applicable Lender of Eurocurrency Loans in any the details thereof and of the amount of such Notice Lender’s Loan to be made as part of the requested Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollars. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. In the case of Loans (iother than Swing Line Loans), by delivering a Borrowing Request to the Administrative Agent (which the Administrative Agent shall promptly transmit to the Lenders) Each on or before 12:00 noon on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day’s notice in the case of Base Rate Loans, or three Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that a Borrowing shall be made, in the case of LIBO Rate Loans, in a minimum amount of $5,000,000 in the case 3,000,000 and an integral multiple of a Borrowing of Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Base Rate Loans, or in each case a minimum amount of $1,000,000 and an integral multiple of $1,000,000 in excess thereof (500,000 or, in either case, in the case unused amount of a the Revolving Loan Commitment. The Borrowing denominated in an Alternate CurrencyRequest shall include the Stated Maturity Date of the Loan which shall not be longer than six months from requested issuance date of the Loan. With respect to the applicable Interest Period, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units Borrower will designate an interest period of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six monthsmonths in the Borrowing Request. On the terms and subject to the conditions of this Agreement, fourth each Borrowing shall be comprised of the Type of Loans, and shall be made on the Business Day) prior to the date of , specified in such Borrowing in Request. In the case of a Borrowing consisting of Eurocurrency Loans other than Swing Line Loans, on or not later than before 11:00 a.m. (New York time) on such Business Day each Lender shall deposit with the date Administrative Agent Same Day Funds in an amount equal to such Lender’s Revolving Loan Percentage of such Borrowing in the case of a Borrowing consisting of ABR Loans, and requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall give each Lender prompt specify from time to time by notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at Lenders. To the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After extent Same Day Funds are received from the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IVLenders, the Administrative Agent will shall make such funds available to the requesting Borrower by promptly crediting wire transfer to the amounts so received, accounts the Borrower shall have specified in like funds, its Borrowing Request no later than 12:00 noon on the date of the borrowing. No Lender’s obligation to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If the requesting Borrower fails to specify a Type of make any Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails affected by any other Lender’s failure to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in make any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in DollarsLoan. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. To request a Revolving Borrowing or Term Borrowing, the Borrower shall deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (i) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Eurodollar Term Borrowing, not later than 12:00 p.m., New York City time, on the third Business Day before the date of the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent, in the case of any Borrowing), (ii) in the case of an ABR Term Borrowing, not later than 4:00 p.m., New York City time, on the Business Day prior to the proposed Borrowing (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent) and (iii) in the case of any Revolving Borrowing, not later than 12:00 p.m., New York City time, on the fifth Business Day before the date of the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent). Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with ‎Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Eurocurrency Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or $1,000,000a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the Borrower’s account to which funds are to be disbursed; and (g) that, in the case of a Borrowing Revolving Borrowing, the conditions set forth in ‎Section 4.02(b) and ‎Section 4.02(c) are satisfied as of ABR Loans, or in each case an integral multiple the date of $1,000,000 in excess thereof (orthe notice and, in the case of a Borrowing denominated in an Alternate CurrencyDelayed Draw Term Loan Borrowing, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IV, Section ‎4.03(b) and ‎4.03(c) are satisfied as of the Administrative Agent will make such funds available date of the notice. If no election as to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with selected an Interest Period of one month’s duration. If the requesting Borrower requests Promptly following receipt of a Borrowing ofRequest in accordance with this ‎Section 2.03, Conversion to, or Continuation the Administrative Agent shall advise each Lender of Eurocurrency Loans in any the details thereof and of the amount of such Notice Lender’s Loan to be made as part of the requested Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollars. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.

Borrowing Procedure. (a) To request a Borrowing (subject to Section 2.17(e) with respect to European Swingline Loans), the Administrative Borrower, on behalf of the applicable Borrower, shall deliver, by hand delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (i) Each Borrowing shall be in a minimum amount of $5,000,000 (A) prior to the USD LIBOR Transition Date, in the case of a Borrowing Eurocurrency Borrowing, not later than 12:00 noon, New York time, three (3) Business Days before the date of Eurocurrency Loansthe proposed Borrowing, or $1,000,000(B) thereafter, in the case of a Borrowing of ABR Term SOFR Rate Loans, or in each case an integral multiple not later than 12:00 noon, New York time, three (3) RFR Business Days before the date of $1,000,000 in excess thereof the proposed Borrowing, (or, iiiii) in the case of a Borrowing denominated in an Alternate CurrencyEURIBOR Borrowing, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York London time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth (3) Business Day) prior to Days before the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such proposed Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4iviii) in the case of a Borrowing of Eurocurrency RFR Loans (other than Term SOFR Rate Loans), initial Interest Period for such Loans. not later than 11:00 a.m. London time, five (iii5) Each Lender shallRFR Business Days before the date of the proposed Borrowing or (iv) in the case of a Base Rate Borrowing, before 1:00 p.m. (not later than 12:00 noon, New York time, on the date of the proposed Borrowing. All Borrowing Requests which are not made on-line via the Administrative Agent’s electronic platform or portal shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) on the Administrative Agent’s authentication process (with results satisfactory to the Administrative Agent) prior to the funding of any such requested Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of such Borrowing; (ii) the date of such Borrowing, make available for the account which shall be a Business Day; (iii) whether such Borrowing shall constitute a Borrowing of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s AccountU.S. Revolving Loans, in same day fundsU.K. Revolving Loans, such Lender’s ratable portion of such Borrowing.German Revolving Loans or Swiss Revolving Loans; (iv) After in the Administrative Agent’s receipt case of Dollar Denominated Loans, whether such fundsBorrowing is to be (x) a Base Rate Borrowing or (y) (I) prior to the USD LIBOR Transition Date, a Eurocurrency Borrowing or (II) thereafter, a SOFR Ratea Term SOFR Borrowing; provided, that Base Rate Borrowings may only be made to U.S. Borrowers or to the Canadian Borrower; (v) (x) in the case of U.S. Revolving Loans, whether such Borrowing is to be made to the U.S. Borrowers or the Canadian Borrower, and subject to the satisfaction names of the applicable Borrowers and (y) in the case of a German Revolving Loan or a Swiss Revolving Loan, the names of the applicable Borrowers; (vi) in the case of a Eurocurrency Borrowing, EURIBOR Borrowing or a Term RFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated, as applicable, by the definition of the term 1209502.04-CHISR02A - MSW “Eurocurrency Interest Period,” “EURIBOR Interest Period” or “Term RFR Interest Period” (and shall not have been removed pursuant to Section 2.11(d)); (vii) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); (viii) that the conditions set forth in Article IVSection 4.02(b) through (d) have been satisfied as of the date of the notice; and (ix) in the case of a Borrowing in an Alternate Currency, the Administrative Agent will make Approved Currency for such funds available Borrowing. If no election as to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation Borrowing is specified with respect to a Borrowing of Eurocurrency LoansDollar Denominated Loans made to U.S. Borrowers or to the Canadian Borrower, then such the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, EURIBOR Borrowing or a Term RFR Borrowing, then the Administrative Borrower on behalf of the applicable Borrower shall be deemed to have requested a Continuation with respect thereto with selected an Interest Period of one month’s duration. If the requesting Borrower requests Promptly following receipt of a Borrowing ofRequest in accordance with this Section, Conversion to, or Continuation the Administrative Agent shall advise each applicable Lender of Eurocurrency Loans in any the details thereof and of the amount of such Notice Xxxxxx’s Loan to be made as part of the requested Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollars. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.