Common use of Borrowings and Continuations of Loans Clause in Contracts

Borrowings and Continuations of Loans. (a) The Borrowing of Initial Loans on the Closing Date and each continuation of Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 2:00 p.m. three Business Days prior to the requested date of any such Borrowing or such continuation of Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Such Borrowing of and each continuation of Loans shall be in an amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (ii) the principal amount of Loans to be borrowed or continued, and (iii) the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation or the Borrower requests a Borrowing or a continuation of Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the Loans and if no timely notice of a continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation described in Section 2.02(a). Each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office in Dollars not later than 9:00 a.m., on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citicorp with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. (c) Except as otherwise provided herein, a Loan may be continued only on the last day of an Interest Period for such Loan. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Loans upon determination of such interest rate. (e) After giving effect to all Loans, there shall not be more than nine (9) Interest Periods in effect in respect of the Loans.

Borrowings and Continuations of Loans. (a) The Subject to Sections 3.02 and 3.03 hereof, each Revolving Loan (other than Swing Line Loans) made hereunder shall be a LIBOR Rate Loan subject to and in accordance with this Section 2.02. All Swing Line Loans made hereunder shall be only Base Rate Loans. (b) Each Revolving Borrowing of Initial Loans on the Closing Date and each continuation of LIBOR Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. three Business Days prior to the requested date of any such Revolving Borrowing or such continuation of LIBOR Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a2.02(b) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Such Each Revolving Borrowing of and each or continuation of LIBOR Rate Loans shall be in an a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Revolving Borrowing or a continuation of LIBOR Rate Loans, (ii) the requested date of the Revolving Borrowing or continuation, as the case may be (which shall be a Business Day), (iiiii) the principal amount of Loans to be borrowed or continued, and (iiiiv) the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation or the Borrower requests a Borrowing or a continuation of Loans specify an Interest Period in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (bc) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Revolving Lender of the amount of its Pro Rata Share Revolving Credit Facility Applicable Percentage of the Loans and if no timely notice applicable Revolving Loans. In the case of a continuation is provided by the BorrowerRevolving Borrowing, the Administrative Agent shall notify each Lender of the details of any automatic continuation described in Section 2.02(a). Each Revolving Lender shall make the amount of its Revolving Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office in Dollars not later than 9:00 a.m., 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citicorp Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. (cd) Except as otherwise provided hereinThe Agent, a without the request of the Borrower, may advance any interest, fee, service charge (including direct wire fees), expenses, or other payment to which any Credit Party is entitled from the Loan Parties pursuant hereto or any other Loan Document and may be continued only charge the same to the Loan Account notwithstanding that an Overadvance may result thereby. The Agent shall advise the Borrower of any such advance or charge promptly after the making thereof. Such action on the last day part of an Interest Period for such Loanthe Agent shall not constitute a waiver of the Agent’s rights and the Borrower’s obligations under Section 2.04. Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.02(d) shall bear interest at the interest rate then and thereafter applicable to Revolving Loans. (de) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBOR Rate Loans upon determination of such interest rate. (ef) After giving effect to all Revolving Borrowings and all continuations of Revolving Loans, there shall not be more than nine six (96) Interest Periods in effect with respect to LIBOR Rate Loans. (g) The Agent, the Revolving Lenders and the Swing Line Lender shall have no obligation to make any Revolving Loan or Swing Line Loan if an Overadvance would result. The Agent may, in respect its discretion, make Permitted Overadvances without the consent of the Borrower, the Lenders or the Swing Line Lender and the Borrower and each Lender shall be bound thereby. Any Permitted Overadvance may, but shall not be required to, constitute a Swing Line Loan. A Permitted Overadvance is for the account of the Borrower and an Obligation and shall be repaid by the Borrower in accordance with the provisions of Section 2.04. The making of any such Permitted Overadvance on any one occasion shall not obligate the Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by the Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.03 regarding the Revolving Lenders’ obligations to purchase participations with respect to Swing Line Loans. The Agent shall have no liability for, and no Loan Party or Credit Party shall have the right to, or shall, bring any claim of any kind whatsoever against the Agent with respect to Unintentional Overadvances regardless of the amount of any such Overadvance(s).

Borrowings and Continuations of Loans. (a) The Borrowing of Initial Loans on the Closing Date and each continuation of Loans Each Term Borrowing, shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than 2:00 1:00 p.m. (New York City time) three Business Days prior to the requested date of any such Borrowing or such continuation of LoansBorrowing. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must shall be confirmed promptly by delivery delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Such Borrowing of and each continuation of Loans shall be in an amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. . (b) Each Committed Loan Notice (whether telephonic or written) shall specify (i) the Borrower is requesting a Term Borrowing (including, in the case of a Term Borrowing, whether it is a requesting a Borrowing of Initial Term Loans), (ii) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (iiiii) the principal amount of Loans to be borrowed borrowed, converted or continued, and (iiiiv) in the duration case of a Borrowing, the account of the Interest Period with respect thereto. If Borrower to which the Borrower fails proceeds of such Borrowing are to give a timely notice requesting a continuation or the Borrower requests a Borrowing or a continuation of Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthdisbursed. (bc) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Pro Rata Share ratable share of the Loans and if no timely notice applicable Tranche of Term Loans. In the case of a continuation is provided by the BorrowerTerm Borrowing, the Administrative Agent shall notify each Lender of the details of any automatic continuation described in Section 2.02(a). Each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at to the Administrative Agent’s Office in Dollars Account not later than 9:00 a.m.1:00 p.m. (New York City time), on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (or, if such Borrowing is the initial Credit Extension, Section 4.01 and Section 4.02) and receipt of all requested funds, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting wire transfer of such funds to the account of the Borrower on specified in the books of Citicorp with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. (c) Except as otherwise provided herein, a Committed Loan may be continued only on the last day of an Interest Period for such LoanNotice. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Loans upon determination of such interest rate[Reserved]. (e) After giving effect [Reserved]. (f) [Reserved]. (g) The failure of any Lender to all Loans, there 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 Borrowing, but no Lender shall be more than nine (9) Interest Periods in effect in respect responsible for the failure of any other Lender to make the LoansLoan to be made by such other Lender on the date of any Borrowing, which for the avoidance of doubt does not limit such Lxxxxx’s obligations under Section 2.17.

Borrowings and Continuations of Loans. (a) The Each Borrowing of Initial Loans on shall be made upon the Closing Date Borrower Representative’s irrevocable notice to the Administrative Agent via a Borrowing Request Notice and each continuation of Eurodollar Rate Loans shall be made upon the BorrowerBorrower Representative’s irrevocable notice to the Administrative AgentAgent via a Notice of Continuation, in each case, appropriately completed and signed by a member of Senior Management of the Borrower Representative, which may be given by telephoneany Electronic Medium. Each such notice must be received by the Administrative Agent not later than 2:00 1:00 p.m. Eastern time (10:00 a.m. Pacific time) at least three (3) Business Days prior (other than with respect to the funding of the Interim Loan on the Closing Date) to the requested date of any such the applicable Borrowing of or continuation of Eurodollar Rate Loans (or such continuation of Loans. Each telephonic notice shorter time as agreed by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Such Borrowing of and each continuation of Loans shall be in an amount of $1,000,000 or a whole multiple of $500,000 in excess thereofRequisite Lenders). Each Committed Loan Borrowing Request Notice (whether telephonic or written) and Notice of Continuation shall specify (i) the requested date of the Borrower requesting such Borrowing or continuation, as (ii) the case may be requested date of such Borrowing continuation (which shall be a Business Day), (iiiii) the principal amount of Loans to be borrowed or continued, continued and (iiiiv) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation or the Borrower Representative requests a Borrowing of or a continuation of Eurodollar Rate Loans in any such Committed Loan Noticenotice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Loan NoticeBorrowing Request Notice by the Administrative Agent, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share Applicable Percentage of the applicable Loans and if no timely notice of a continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation described in Section 2.02(a). Each Lender shall make the amount of its Loan Applicable Percentage available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office in Dollars not later than 9:00 a.m., 3:00 p.m. Eastern time (12:00 p.m. Pacific time) (or such shorter time as may be agreed by the Administrative Agent) on the Business Day specified in the applicable Committed Loan NoticeBorrowing Request Notice which shall be one Business Day after the Interim Order Entry Date, for the Interim Loans (or such shorter time as may be agreed by the Administrative Agent and Required Lenders), and not later than three Business Days after the Final Order Entry Date, for the Final Loans (or such shorter time as may be agreed by the Administrative Agent and Required Lenders). Upon satisfaction of the applicable conditions set forth in Section 4.02Sections 4.02 and 4.03, the Administrative Agent shall make pay all funds so received available to fees and expenses then due and payable under Section 2.09 and the Borrower in like funds as received amount net of such applied amount shall be deposited by the Administrative Agent either by (i) crediting in the account of the Borrower on the books of Citicorp with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the BorrowerDIP Funding Account. (c) Subject to Section 4.03 and the other terms and conditions set forth herein, the Borrower Representative may only request disbursements from the DIP Funding Account by delivering to the Administrative Agent a written notice substantially in the form of Exhibit B hereto (a “Notice of Withdrawal”), not later than 12:00 p.m., New York City time, one Business Day before (or such shorter time as agreed by the Administrative Agent) the proposed date of the applicable Withdrawal. Promptly, but in no event later than one Business Day, following receipt of a Notice of Withdrawal and the satisfaction of the conditions set forth in Section 4.03, the Administrative Agent shall disburse funds from the DIP Funding Account in an aggregate principal amount equal to the amount specified in such Notice of Withdrawal to the Master Operating Account specified by the Borrower Representative in such Notice of Withdrawal (or such other deposit account or securities account of the Borrowers that the Required Lenders may approve). All proceeds of the Loans shall be held in the DIP Funding Account at all times until such proceeds are disbursed in accordance with this Section 2.02(c) solely for purposes permitted under Section 6.11 or to be applied in accordance with Section 2.05 or Section 8.03 or Section 10.05. (d) Subject to Section 4.03 and the other terms and conditions set forth herein, the Administrative Agent shall honor instructions received from the Borrower Representative in the form of a Notice of Withdrawal unless and until directed otherwise in writing by the Required Lenders upon the occurrence and continuation of an Event of Default. On and after the date of receipt by the Administrative Agent of a written direction from the Required Lenders instructing the Administrative Agent that it may no longer honor instructions from the Borrower Representative with respect to the DIP Funding Account, the Borrower Representative and the other Credit Parties shall have no right to request Withdrawals from the DIP Funding Account and the Administrative Agent shall not honor such requests (in each case, other than (i) to pay the Carve-Out and (ii) to the extent permitted by the last sentence of the final paragraph of Section 8.02 during the notice period specified therein); provided, that the Administrative Agent shall not be liable for (A) any disbursements made pursuant to instructions from the Borrower Representative or (B) irrevocable electronic funds transfers or wire transfers that are subject to cut-off times, in each case, that were processed prior to receipt of such written direction from the Required Lenders. (e) Each submission by the Borrower Representative to the Administrative Agent of a Notice of Withdrawal shall be deemed to constitute a representation and warranty by the Borrower Representative, on behalf of the Borrowers, that the conditions set forth in Section 4.03 have been satisfied as of the date of the Withdrawal. With respect to any disbursement, withdrawal, transfer, or application of funds from the DIP Funding Account hereunder, the Administrative Agent shall be entitled to conclusively rely upon, and shall be fully protected in relying upon, (i) any Notice of Withdrawal submitted by the Borrower Representative and (ii) any instructions from the Required Lenders. Notwithstanding anything herein to the contrary, the Administrative Agent shall have no obligation to fund any amount in excess of the amounts then held in the DIP Funding Account. (f) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of an Event of Default, the Administrative Agent may (and shall at the direction of the Required Lenders) declare that no Loan may be requested as or continued as Eurodollar Rate Loans. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Loans upon determination of such interest rate. (eg) After giving effect to all Borrowings and all continuations of Loans, there shall not be more than nine two (92) Interest Periods in effect in respect of the Loanseffect.

Borrowings and Continuations of Loans. (a) The Each Borrowing of Initial Loans on the Closing Date and each continuation of Loans shall be made upon the BorrowerParent’s irrevocable notice to the Administrative Agent, which may be given by telephone(A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed no later than two hours thereafter by delivery to the Administrative Agent of a Loan Notice. Each such notice Loan Notice must be received by the Administrative Agent not later than 2:00 p.m. 8:00 a.m. (x) with respect to the Borrowing of Loans on the Closing Date, three Business Days prior to the Closing Date and (y) with respect to a continuation of Loans, three Business Days prior to the requested date of any such Borrowing or such continuation of Loanscontinuation. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Such Borrowing of and each continuation of Loans shall be in an a principal amount of $1,000,000 €5,000,000 or a whole multiple of $500,000 €1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the request is for a Borrowing or a continuation of Loans, (ii) the requested date of the Borrowing (which shall be the Closing Date) or continuation, as the case may be continuation (which shall be a Business Day), (iiiii) the principal amount of Loans to be borrowed or continued, continued and (iiiiv) the duration of the Interest Period with respect thereto. If the Borrower Parent fails to give a timely notice requesting a continuation or of a Loan, then the Borrower requests a Borrowing or a continuation applicable Loans shall be continued as Loans with an Interest Period of Loans in any such Committed Loan Notice, but one month. If the Parent fails to specify an Interest PeriodPeriod in any Loan Notice, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share Applicable Percentage of the Loans applicable Loans, and if no timely notice of a continuation is provided by the BorrowerParent, the Administrative Agent shall notify each Lender of the details of any automatic continuation of Loans, as described in Section 2.02(a)the preceding subsection. Each In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office in Dollars Same Day Funds not later than 9:00 a.m., 10:00 a.m. on the Business Day specified in the applicable Committed Loan NoticeClosing Date. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the such Borrower on the books of Citicorp Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the BorrowerBorrowers. (c) Except as otherwise provided herein, a Loan may be continued only on the last day of an Interest Period for such Loan. During the existence of a Default or an Event of Default, no Loans may be continued without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Loans be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Borrower Parent and the Lenders of the interest rate applicable to any Interest Period for Loans upon determination of such interest rate. (e) After giving effect to all Borrowings and all continuations of Loans, there shall not be more than nine (9) three Interest Periods in effect in with respect of the to Loans.

Borrowings and Continuations of Loans. (a) The Borrowing of Initial Loans on the Closing Date and each continuation of Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 2:00 p.m. three Business Days prior to the requested date of any such Borrowing or such continuation of Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Such Borrowing of and each continuation of Loans shall be in an amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (ii) the principal amount of Loans to be borrowed or continued, and (iii) the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation or the Borrower requests a Borrowing or a continuation of Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the Loans and if no timely notice of a continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation described in Section 2.02(a). Each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office in Dollars not later than 9:00 a.m., on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citicorp with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. (c) Except as otherwise provided herein, a Loan may be continued only on the last day of an Interest Period for such Loan. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Loans upon determination of such interest rate. (e) After giving effect to all Loans, there shall not be more than nine two (92) Interest Periods in effect in respect of the Loans.

Borrowings and Continuations of Loans. (a) The Each Borrowing of Initial Loans on the Closing Date and each continuation of Eurodollar Rate Loans shall be made upon the BorrowerBorrower Agent’s irrevocable notice to the Administrative Collateral Agent, which may be given by telephone. Each such notice must be received by the Administrative Collateral Agent not later than 2:00 1:00 p.m. three Business Days prior to the requested date of any such Borrowing or such continuation of Eurodollar Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Collateral Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower Agent. Such Each Borrowing of and each continuation of Eurodollar Rate Loans shall be in an a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (ii) the principal amount of Loans to be borrowed or continued, and (iii) the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation or the Borrower requests a Borrowing or a continuation of Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Loan NoticeNotice for the Term Loan Facility, the Administrative Collateral Agent shall promptly notify each Lender of the amount of its Pro Rata Share Applicable Percentage under the Term Loan Facility of the Loans and if no timely notice applicable Loans. In the case of a continuation is provided by the BorrowerTerm Borrowing, the Administrative Agent shall notify each Lender of the details of any automatic continuation described in Section 2.02(a). Each Lender shall make the amount of its Loan available to the Administrative Collateral Agent in immediately available funds at the Administrative Collateral Agent’s Office in Dollars not later than 9:00 a.m., 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.024.01, the Administrative Collateral Agent shall make all funds so received available to the Borrower Borrowers in like funds as received by the Administrative Collateral Agent either by (i) crediting the account of the Borrower on the books of Citicorp with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with written instructions provided to (and reasonably acceptable to) the Administrative Required Lenders and Collateral Agent by the BorrowerBorrower Agent. (c) Except as otherwise provided herein, a Loan may be continued only on the last day of an Interest Period for such Loan[Reserved]. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Loans upon determination of such interest rate. (e) After giving effect to all continuations of Loans, there shall not be more than nine (9) Interest Periods in effect in respect of the LoansTerm Loan Facility.

Borrowings and Continuations of Loans. (a) The Each Borrowing of Initial Loans on the Closing Date and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone(a) telephone or (b) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 2:00 p.m. 10:00 a.m. three Business Days prior to the requested date of any such Borrowing of, or such continuation of of, Eurocurrency Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan NoticeBorrowing of, appropriately completed and signed by a Responsible Officer of the Borrower. Such Borrowing of and each or continuation of of, Eurocurrency Rate Loans shall be in an a principal amount of $1,000,000 £3,000,000 or a whole multiple of $£500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (iiiii) the principal amount of Loans to be borrowed or continued, continued and (iiiiv) the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation or the Borrower requests a Borrowing of, or a continuation of of, Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the Loans applicable Loans, and if no timely notice of a continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation of Loans, in each case as described in Section 2.02(a)the preceding subsection. Each In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office in Dollars not later than 9:00 a.m., the Applicable Time specified by the Administrative Agent on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.025.02 (and, if such Borrowing is the initial credit extension, Section 5.01), the #89114709v24 Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citicorp Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued only on the last day of an the Interest Period for such Eurocurrency Rate Loan. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Borrowings and all continuations of Loans, there shall not be more than nine (9) 5 Interest Periods in effect in with respect of to the Loans.

Borrowings and Continuations of Loans. (a) The Each Borrowing of Initial Loans on the Closing Date (other than a Swing Line Borrowing) and each continuation of Loans (other than Swing Line Loans) shall be made upon the Borrower’s irrevocable notice by the applicable Borrower (that is borrowing or has borrowed such Borrowing or Loans) to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. three Business Days (or, in the case of the making of any Borrowing on the Initial Utilization Date, such shorter period as the Administrative Agent may agree) prior to the requested date of any Borrowing or continuation of Loans; provided, however, that if the applicable Borrower wishes to request any Interest Period (for the applicable Borrowing or continuation of Loans) other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. seven Business Days prior to the requested date of any such Borrowing or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders (in respect of such Borrowing or Loans) of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., five Business Days before the requested date of such Borrowing or continuation of Loans, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders (in respect of such Borrowing or Loans). Each telephonic notice by the applicable Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to in the Administrative Agent form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the such Borrower. Such Each Borrowing of and each or continuation of Loans under the Revolving Credit Facility shall be in an a minimum principal amount of $1,000,000 or and in a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) from a Borrower shall specify (i) whether such Borrower is requesting the Term Borrowing, a Revolving Credit Borrowing or an Incremental Term Borrowing under any Incremental Term Facility (and, in the case of a Revolving Credit Borrowing, specify whether such Revolving Credit Borrowing is to be a Certain Funds Advance), or a continuation of Term Loans, Revolving Credit Loans or Incremental Term Loans under any Incremental Term Facility (for the avoidance of doubt, only the Term Borrower may request the Term Borrowing or any Incremental Term Borrowing under any Incremental Term Facility or any continuation of Term Loans or Incremental Term Loans under any Incremental Term Facility, and only the Revolving Credit Borrower may request any Revolving Credit Borrowing or any continuation of Revolving Credit Loans), (ii) the requested date of the such Borrowing or continuation, as the case may be (which shall be a Business Day), (iiiii) the principal amount of Loans to be borrowed or continued, and (iiiiv) if applicable, the duration of the Interest Period with respect theretothereto (for the avoidance of doubt, the same Interest Period shall be selected for Loans comprised within the same Borrowing to be made or continued, except that where a Borrowing is divided in accordance with clause (e), the Borrowings into which it is divided may each have a different Interest Period). If the Borrower fails to give a timely notice requesting a continuation or the Borrower requests a Borrowing (other than a Swing Line Borrowing) or a continuation of Loans (other than Swing Line Loans) in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthmonth for such Borrowing or Loans. (b) Following receipt of a Committed Loan NoticeNotice in respect of any Borrowing under any Facility (other than a Swing Line Borrowing), the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share Applicable Percentage under such Facility of the applicable Loans and if (the subject of such Borrowing). If no timely notice of a continuation of Loans (other than Swing Line Loans) is provided by the applicable Borrower, such Loans shall automatically be continued for an Interest Period of one month (subject to the definition of “Interest Period”) with effect from the end of the current Interest Period for such Loans, and the Administrative Agent shall notify each Lender of such automatic continuation. In the details case of a Borrowing under any automatic continuation described Facility (other than the Swing Line Facility), each Appropriate Lender (in Section 2.02(a). Each Lender respect of such Facility) shall (subject to the applicable conditions specified in this Agreement) make the amount of its Loan (comprised within such Borrowing, in an amount equal to its Applicable Percentage under such Facility of the amount of such Borrowing) available to the Administrative Agent in immediately available funds at to such other account as the Administrative Agent’s Office in Dollars Agent may from time to time specify to the applicable Borrower and each such Appropriate Lender for this purpose, not later than 9:00 a.m., 11 a.m. (Hong Kong time) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received in respect of such Borrowing available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citicorp with the amount of such funds or (ii) wire transfer of such funds, in each case funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the applicable Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by the Revolving Credit Borrower, there are L/C Borrowings outstanding (after the application of any applicable Cash Collateral in accordance with this Agreement), then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings that remain outstanding (or, if insufficient to discharge all L/C Borrowings, payment pro rata of all L/C Borrowings), and second, shall be made available to the Revolving Credit Borrower as provided above. (c) Except as otherwise provided herein, a Loan may be continued (and, in the case of clause (e), divided) only on the last day of an Interest Period for such Loan. (d) The Administrative Agent shall promptly notify the applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Loans upon determination of such interest rate. (e) In a Committed Loan Notice relating to the continuation of a Borrowing of Loans under the Term Facility or the Revolving Credit Facility (other than a Swing Line Borrowing), the applicable Borrower (that has borrowed such Borrowing) may request that such Borrowing (“Applicable Borrowing”) be (subject to clause (f)), at the end of the current Interest Period relating to such Applicable Borrowing, divided into more than one Borrowing of Loans under such Facility (each a “Divided Borrowing”), each in an amount specified by such Borrower in such Committed Loan Notice, provided that the aggregate amount of such Divided Borrowings so specified shall be equal to the outstanding principal amount of such Applicable Borrowing at the end of such Interest Period. On the last day of such Interest Period, such Applicable Borrowing shall (subject to clause (f)) be divided into the Divided Borrowings so specified (and each in the amount so specified) by the applicable Borrower in such Committed Loan Notice in accordance with the foregoing, and each Loan of each Lender comprised within in such Applicable Borrowing shall be divided into Loans of such Lender under the respective Divided Borrowings ratably. (f) After giving effect to all Term Borrowings and all continuations and divisions of Term Loans, there shall not be more than nine (9) six Interest Periods in effect in respect of the Term Facility. After giving effect to all Revolving Credit Borrowings and all continuations and divisions of Revolving Credit Loans, there shall not be more than ten Interest Periods in effect in respect of the Revolving Credit Facility.

Borrowings and Continuations of Loans. (a) The Each Revolving Credit Borrowing of Initial Loans on the Closing Date and each continuation of Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing or continuation of Loans except in the case of any Borrowing to be made on the Closing Date, which notice may be received on the requested date of such Borrowings and the Borrower will endeavor to provide any payment instructions for the proceeds of such Borrowings as soon as reasonably practicable prior thereto (which may be in the form of a Committed Loan Notice); provided, however, that if the Borrower wishes to request Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. seven Business Days prior to the requested date of such Borrowing or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such continuation request and determine whether the requested Interest Period is acceptable to all of Loansthem. Not later than 11:00 a.m., five Business Days before the requested date of such Borrowing or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to in the Administrative Agent form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Such Each Borrowing of and each or continuation of Loans shall be in an a principal amount of $1,000,000 or in the case of the Revolving Credit Facility and, in each case, in a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, or a continuation of Loans, (ii) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (iiiii) the principal amount of Loans to be borrowed or continued, and (iiiiv) the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation or the Borrower requests a Borrowing or a continuation of Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share Applicable Percentage under the applicable Facility of the Loans applicable Revolving Credit Loans, and if no timely notice of a continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation as one-month Eurodollar Loans described in Section 2.02(a). Each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at to such other account as the Administrative Agent’s Office in Dollars Agent may from time to time specify to the Borrower and each Lender for this purpose, not later than 9:00 a.m., 11 a.m. (Hong Kong time) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citicorp with the amount of such funds or (ii) wire transfer of such funds, in each case funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above. (c) Except as otherwise provided herein, a Loan may be continued only on the last day of an Interest Period for such Loan. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Loans upon determination of such interest rate. (e) There shall not be more than six Interest Periods in effect in respect of the Term A Facility. After giving effect to all Revolving Credit Borrowings and all continuations of Revolving Credit Loans, there shall not be more than nine (9) ten Interest Periods in effect in respect of the LoansRevolving Credit Facility.

Borrowings and Continuations of Loans. (a) The Borrowing of Initial Loans on the Closing Date and each continuation of Loans Term Loan shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may shall be given by telephonea Loan Notice. Each such notice Such Loan Notice must be received by the Administrative Agent not no later than 2:00 p.m. three 11:00 a.m. two (2) Business Days prior to the requested date of any such Borrowing the Term Loan (or such continuation of Loans. Each telephonic notice later date and time as agreed by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Such Borrowing of and each continuation of Loans shall be in an amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Dayits sole discretion), (ii) the principal amount of Loans to be borrowed or continued, and (iii) the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation or the Borrower requests a Borrowing or a continuation of Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed the Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share Applicable Percentage of the Loans and if no timely notice of a continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation described in Section 2.02(a)Term Loan. Each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office in Dollars not later than 9:00 a.m., 11:00 a.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citicorp the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. (c) The Term Loan shall be issued with five percent (5.00%) original issue discount (“OID”). The Borrower shall pay the OID to the Lenders. The OID shall be non-refundable and due and payable on the Funding Date. (d) Except as otherwise provided hereinset forth in Sections 3.02 and 3.03, the Term Loan will be automatically continued as a Term SOFR Loan may be continued only on the last day of an each Interest Period for such Term Loan. (de) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Term SOFR Loans upon determination of such interest rate. (ef) After giving effect Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all Loans, there shall not be more than nine (9) Interest Periods in effect in respect of the Loansportion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (g) With respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Borrowings and Continuations of Loans. (a) The Borrowing of Initial Loans on the Closing Date Each Borrowing, and each continuation of Loans shall be made upon the Borrower’s irrevocable notice to the Administrative AgentLender, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 2:00 p.m. three Business Days prior to the requested date of any such Borrowing or such continuation of Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent Lender of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Such Each such notice must be received by Lender not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing or continuation of and each Loans. Each Borrowing or continuation of Loans shall be in an a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing or a continuation of Loans, (ii) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (iiiii) the principal amount of the Loans to be borrowed or continued, and (iiiiv) the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation or continuation, then the applicable Loans shall be continued with one month Interest Periods. If Borrower requests a Borrowing borrowing or a continuation of Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the Loans and if no timely notice of a continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation described in Section 2.02(a). Each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office in Dollars not later than 9:00 a.m., on the Business Day specified in the applicable Committed Loan Notice. Upon upon satisfaction of the applicable conditions set forth in Section 4.024.02 (and, if such Borrowing is the Administrative Agent initial Credit Extension, Section 4.01), Lender shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citicorp Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent Lender by the Borrower. (c) Except as otherwise provided herein, a Loan Loans may be continued only on the last day of an Interest Period for such LoanLoans. During the existence of a Default, no Loans may be continued for Interest Periods exceeding one month without the consent of the Lender. (d) The Administrative Agent Upon request of the Borrower, the Lender shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Loans upon determination of such interest rate. (e) After giving effect to all Borrowings and all continuations of Loans, there shall not be more than nine (9) two Interest Periods in effect in with respect of the to Loans.

Borrowings and Continuations of Loans. (a) The Subject to Sections 3.02 and 3.03 hereof, each Revolving Loan (other than Swing Line Loans) made hereunder shall be a LIBOR Rate Loan subject to and in accordance with this Section 2.02. All Swing Line Loans made hereunder shall be only Base Rate Loans. (b) Each Revolving Borrowing of Initial Loans on the Closing Date and each continuation of LIBOR Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. three Business Days prior to the requested date of any such Revolving Borrowing or such continuation of LIBOR Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a2.02(b) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Such Each Revolving Borrowing of and each or continuation of LIBOR Rate Loans shall be in an a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof5,000,000. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Revolving Borrowing or a continuation of LIBOR Rate Loans, (ii) the requested date of the Revolving Borrowing or continuation, as the case may be (which shall be a Business Day), (iiiii) the principal amount of Loans to be borrowed or continued, and (iiiiv) the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation or the Borrower requests a Borrowing or a continuation of Loans specify an Interest Period in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (bc) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Revolving Lender of the amount of its Pro Rata Share Revolving Credit Facility Applicable Percentage of the Loans and if no timely notice applicable Revolving Loans. In the case of a continuation is provided by the BorrowerRevolving Borrowing, the Administrative Agent shall notify each Lender of the details of any automatic continuation described in Section 2.02(a). Each Revolving Lender shall make the amount of its Revolving Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office in Dollars not later than 9:00 a.m., 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citicorp Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. (cd) Except as otherwise provided hereinThe Agent, a without the request of the Borrower, may advance any interest, fee, service charge (including direct wire fees), expenses, or other payment to which any Credit Party is entitled from the Loan Parties pursuant hereto or any other Loan Document and may be continued only charge the same to the Loan Account notwithstanding that an Overadvance may result thereby. The Agent shall advise the Borrower of any such advance or charge promptly after the making thereof. Such action on the last day part of an Interest Period for such Loanthe Agent shall not constitute a waiver of the Agent’s rights and the Borrower’s obligations under Section 2.04. Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.02(d) shall bear interest at the interest rate then and thereafter applicable to Revolving Loans. (de) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBOR Rate Loans upon determination of such interest rate. (ef) After giving effect to all Revolving Borrowings and all continuations of Revolving Loans, there shall not be more than nine six (96) Interest Periods in effect with respect to LIBOR Rate Loans. (g) The Agent, the Revolving Lenders and the Swing Line Lender shall have no obligation to make any Revolving Loan or Swing Line Loan if an Overadvance would result. The Agent may, in respect its discretion, make Permitted Overadvances without the consent of the Borrower, the Lenders or the Swing Line Lender and the Borrower and each Lender shall be bound thereby. Any Permitted Overadvance may, but shall not be required to, constitute a Swing Line Loan. A Permitted Overadvance is for the account of the Borrower and an Obligation and shall be repaid by the Borrower in accordance with the provisions of Section 2.04. The making of any such Permitted Overadvance on any one occasion shall not obligate the Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by the Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.03 regarding the Revolving Lenders’ obligations to purchase participations with respect to Swing Line Loans. The Agent shall have no liability for, and no Loan Party or Credit Party shall have the right to, or shall, bring any claim of any kind whatsoever against the Agent with respect to Unintentional Overadvances regardless of the amount of any such Overadvance(s).

Borrowings and Continuations of Loans. (ai) The Each Borrowing of Initial Loans on the Closing Date and each continuation of Revolving Credit Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may shall be given by telephonetelecopier. Each such notice must be received by the Administrative Agent not later than 2:00 p.m. (x) 1:00 P.M. three Business Days prior to the requested date of any such Revolving Credit Loan Borrowing of or such continuation of LoansRevolving Credit Loans or (y) 9:30 A.M. on the day of any Swing Line Borrowing. Each telephonic such notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Facility Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Such . (ii) Each Borrowing of and each continuation of Revolving Credit Loans shall be in an a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof. (iii) Each Borrowing of Swing Line Loans shall be in a principal amount of $1,000,000 2,000,000 or EUR2,000,000 as the case may be or a whole multiple of $500,000 1,000,000 or EUR1,000,000, as the case may be, in excess thereof. . (iv) Each Committed continuation of Revolving Credit Loans shall be in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof. (v) Each Facility Loan Notice (whether telephonic or written) for a Revolving Credit Loan Borrowing shall specify (iA) whether the Borrower is requesting a Borrowing or a continuation of Revolving Credit Loans, (B) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (iiC) the principal amount of Revolving Credit Loans to be borrowed or continued, and (iiiD) the duration of the Interest Period with respect thereto, and (E) the currency of the Revolving Credit Loans to be borrowed. If the Borrower fails to specify a currency in a Facility Loan Notice requesting a Revolving Credit Loan Borrowing, then the Revolving Credit Loans so requested shall be made in Euros. If the Borrower fails to give a timely notice requesting a continuation of Loans, such Loans shall be continued as Revolving Credit Loans with an Interest Period of one month; provided, however, that on or before January 31, 2006, if the Loans being continued have an Interest Period of less than one month, the Loans shall be continued as Revolving Credit Loans with an Interest Period of one week. If the Borrower requests a Borrowing of or a continuation of Revolving Credit Loans in any such Committed Facility Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month; provided, however, that on or before January 31, 2006, it will be deemed to have specified an Interest Period of one week. No Revolving Credit Loan may be continued as a Revolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. (vi) Each Facility Loan Notice for a Swing Line Borrowing shall specify (A) the requested date of the Borrowing (which shall be a Business Day), (B) the principal amount of Swing Line Loans to be borrowed, (C) the duration of the Interest Period with respect thereto, and (D) the currency of the Swing Line Loans to be borrowed. If the Borrower fails to specify a currency in a Facility Loan Notice requesting a Swing Line Borrowing, then the Swing Line Loans so requested shall be made in Euros. If the Borrower requests a Swing Line Borrowing in any such Facility Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of five Business Days. (b) Following receipt of a Committed Facility Loan Notice, the Administrative Agent shall promptly notify each applicable Lender (i) promptly of the amount (and currency) of its Pro Rata Share Applicable Revolving Credit Loan Percentage of the applicable Revolving Credit Loans and if (ii) by 10:30 A.M. of the amount (and currency) of its Applicable Swing Line Loan Percentage of the applicable Swing Line Loans. If no timely notice of a continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation of Revolving Credit Loans, in each case as described in Section 2.02(a)the preceding subsection. Each In the case of a Borrowing, each applicable Lender shall make the amount of its Revolving Credit Loan or Swing Line Loan, as the case may be, available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office in Dollars for the applicable currency not later than 9:00 a.m., 12:00 noon on the Business Day specified in the applicable Committed Facility Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.024.02 (and, if such Borrowing is the initial Loan, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citicorp with the amount of such funds or (ii) wire transfer of such funds, in each case funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, that the Administrative Agent shall first make a portion of the proceeds of any Revolving Credit Loan Borrowing equal to the aggregate principal amount of any Swing Line Loans made by the Swing Line Lenders in the same currency as the requested Revolving Credit Loan Borrowing and outstanding on the date of such Revolving Credit Loan Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Lenders for repayment of such Swing Line Loans. (c) Except as otherwise provided herein, a Revolving Credit Loan may be continued only on the last day of an Interest Period for such Revolving Credit Loan. During the existence of a Default, the Required Lenders may demand that any or all of the then outstanding Revolving Credit Loans denominated in Dollars be prepaid, or redenominated into Euros in the amount of the Euro Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Borrower and the applicable Lenders of the interest rate applicable to any Interest Period for Loans upon determination of such interest rate. (e) After giving effect to all Borrowings and all continuations of Loans, there shall not be more than nine (9) ten Interest Periods in effect in with respect of the to Revolving Credit Loans.

Borrowings and Continuations of Loans. (a) The Each Borrowing of Initial Loans on the Closing Date and each continuation of Loans a Loan shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than 11:00 a.m. (New York time) three (3) Business Days prior to the requested date of any Borrowing (or such later time as the Administrative Agent may agree) or continuation; provided, however, that if the Borrower wishes to request an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 2:00 p.m. three 11:00 a.m. (New York time) four (4) Business Days prior to the requested date of any such Borrowing or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such continuation request and determine whether the requested Interest Period is acceptable to all of Loansthem. Not later than 10:00 a.m. (New York time) three Business Days before the requested date of such Borrowing or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must shall be confirmed promptly delivered by delivery the Borrower to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Such Borrowing of and each continuation of Loans shall be in an amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing or a continuation, (ii) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (iiiii) the principal amount of Loans to be borrowed or continued, continued and (iiiiv) the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation or continuation, then the applicable Loans shall be continued with an Interest Period of one month’s duration on the last day of such then-expiring Interest Period. If the Borrower requests a Borrowing of or a continuation of Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Pro Rata Share ratable share of the Loans Loans, and if no timely notice of a continuation is provided by the Borrower, the Administrative Agent shall notify each applicable Lender of the details of any automatic continuation described in Section 2.02(a). Each In the case of a Borrowing, each applicable Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office in Dollars not later than 9:00 a.m., 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citicorp with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. (c) Except as otherwise provided herein, a Loan may be continued only on the last day of an Interest Period for such LoanLoan unless the Borrower pays the amount due under Section 3.05 in connection therewith. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect Notwithstanding anything to the contrary in this Agreement, all LoansLoans hereunder shall at all times be part of the same Interest Period unless the Administrative Agent shall otherwise agree. Upon an Escrow Assumption, there all Tranche 5 Term Loans that are thereafter outstanding under the CommScope Credit Agreement, in accordance with the terms thereof, shall not be more than nine have an Interest Period that is the same as the Interest Period applicable immediately prior to the Escrow Assumption (9) Interest Periods in effect and thus such period shall end in respect of such Tranche 5 Term Loans under the LoansCommScope Credit Agreement on the same day as the day on which such Interest Period was scheduled to end if the Escrow Assumption had not occurred). (f) 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 Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Borrowings and Continuations of Loans. (a) The Each Borrowing of Initial Loans on the Closing Date and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative AgentLender, which may shall be given by telephonea Committed Loan Notice. Each such notice must be received by the Administrative Agent Lender not later than 2:00 1:00 p.m. three (3) Business Days prior to the requested date of any such Borrowing of, or such continuation of Eurocurrency Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Such Borrowing of and each or continuation of Eurocurrency Rate Loans shall be in an a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof1,000,000. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (iiiii) the principal amount of Loans to be borrowed or continued, and (iiiiv) the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation continuation, then the applicable Loans shall be made as, or continued as, Eurocurrency Rate Loans with an Interest Period of one month. If the Borrower requests a Borrowing of or a continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails fail to specify an Interest Period, it they will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the Loans and if no timely notice of a continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation described in Section 2.02(a). Each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office in Dollars not later than 9:00 a.m., on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction or waiver of the applicable conditions set forth in Section 4.02, the Administrative Agent Lender shall make all funds so received the Loan available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citicorp with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent Lender by the Borrower. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. (d) The Administrative Agent Lender shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. (e) After giving effect to all Borrowings and all continuations of Loans, there shall not be more than nine fourteen (914) Interest Periods in effect in with respect of the to all Loans.

Borrowings and Continuations of Loans. (a) The Each Borrowing of Initial Loans on the Closing Date and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may will be given by telephonea Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. ten (10) Business Days prior to the requested date of any Borrowing of, or continuation of Term SOFR Loans; provided, however, that if the Borrower wishes to request Term SOFR Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 2:00 p.m. three 11:00 a.m. twelve (12) Business Days prior to the requested date of any such Borrowing or such continuation of Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of a written Committed Loan Noticesuch request and the Appropriate Lenders shall determine whether the requested Interest Period is acceptable to them and promptly notify the Administrative Agent. Not later than 11:00 a.m., appropriately completed three Business Days before the requested date of such Borrowing or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Lenders and signed by a Responsible Officer the Administrative Agent (acting on the instructions of all the BorrowerAppropriate Lenders). Such Each Borrowing of and each or continuation of Term SOFR Loans shall be in an a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing or a continuation of Term SOFR Loans, (ii) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (iiiii) the principal amount of Loans to be borrowed or continued, and (iiiiv) the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation or the Borrower requests a Borrowing or a continuation of Term SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share Applicable Percentage of the Loans and if no timely notice applicable Loans. In the case of a continuation is provided by the BorrowerBorrowing, the Administrative Agent shall notify each Lender of the details of any automatic continuation described in Section 2.02(a). Each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office in Dollars not later than 9:00 a.m., 11:00 a.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in 0000-0000-0000.13 Section 4.024.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citicorp the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. (c) Except as otherwise provided herein, a Term SOFR Loan may be continued only on the last day of an Interest Period for such Term SOFR Loan. During the existence of a Default, no Loans may be requested or continued as Term SOFR Loans without the consent of the Required Lenders. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Term SOFR Loans upon determination of such interest rate. (e) After giving effect to all Borrowings and all continuations of Loans, there shall not be more than nine (9) ten Interest Periods in effect with respect to Loans. (f) Notwithstanding anything to the contrary in respect this Agreement, any Lender may exchange, continue or rollover all of the Loansportion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (g) With respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Borrowings and Continuations of Loans. (a) The Each Borrowing of Initial Loans on the Closing Date and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone(a) telephone or (b) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 2:00 p.m. 10:00 a.m. three Business Days prior to the requested date of any such Borrowing of, or such continuation of of, Eurocurrency Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan NoticeBorrowing of, appropriately completed and signed by a Responsible Officer of the Borrower. Such Borrowing of and each or continuation of of, Eurocurrency Rate Loans shall be in an a principal amount of $1,000,000 £3,000,000 or a whole multiple of $£500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (iiiii) the principal amount of Loans to be borrowed or continued, continued and (iiiiv) the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation or the Borrower requests a Borrowing of, or a continuation of of, Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the Loans applicable Loans, and if no timely notice of a continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation of Loans, in each case as described in Section 2.02(a)the preceding subsection. Each In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office in Dollars not later than 9:00 a.m., the Applicable Time specified by the Administrative Agent on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.025.02 (and, if such Borrowing is the initial credit extension, Section 5.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citicorp Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued only on the last day of an the Interest Period for such Eurocurrency Rate Loan. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Borrowings and all continuations of Loans, there shall not be more than nine (9) 5 Interest Periods in effect in with respect of to the Loans.

Borrowings and Continuations of Loans. (a) The Each Borrowing of Initial Loans on the Closing Date and each continuation of Loans Term SOFR Loans, shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephonea Loan Notice. Each such notice Loan Notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. three one (1) Business Days Day prior to the requested date of any the requested Borrowing, which date of the requested Borrowing shall be a Business Day; provided that if such Borrowing is requested in Same Day Funds, such notice shall be required not later than 11:00 a.m. on the date of such Borrowing. Each Borrowing or such continuation of Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Such Borrowing of and each continuation of Term SOFR Loans shall be in an a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing or a continuation of Term SOFR Loans, (ii) the requested date of the Borrowing Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iiiii) the principal amount of Loans to be borrowed or continued, continued and (iiiiv) each Borrowing shall be a Term SOFR Loan (and in the duration case of a Borrowing in Same Day Funds, a Term SOFR Loan with a term of one month or three-months, at the option of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation or the Borrower requests a Borrowing or a continuation of Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthBorrower). (b) Following receipt of a Committed Loan NoticeNotice in respect of Term SOFR Loans, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share Applicable Percentage of the Loans applicable Loans, and if no timely notice of a continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation described of Term SOFR Loans. In the case of a Borrowing in Section 2.02(a). Each Same Day Funds, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office in Dollars for the applicable currency not later than 9:00 a.m., on the Business Day specified in the applicable Committed Loan Notice. 4:00 p.m. Upon satisfaction of the applicable conditions set forth in Section 4.024.02 (and, if such Borrowing is the initial Borrowing, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citicorp with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. (c) Except as otherwise provided herein, a Loan Term SOFR Loans may be continued only on the last day of an Interest the Accrual Period for such Term SOFR Loan. During the existence of a Default, no Loans may be requested as, or converted to Term SOFR Loans without the consent of the Required Lenders; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, Term SOFR Loans may be continued as Term SOFR Loans during the existence of Default or Event of Default, in each case, unless the Administrative Agent has otherwise accelerated the Obligations or exercised other rights that terminate the Commitments under Section 9.02. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest the applicable Accrual Period for Term SOFR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Prime Rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all LoansBorrowings and all continuations of Loans as the same Type, there shall not be more than nine twenty (920) Interest Periods outstanding Loans in effect in respect at any time. (f) Each Lender may, at its option, make any Borrowings available to the Borrower that by causing an Affiliate or branch of such Lender to make such Borrowings available; provided that any exercise of such option shall not affect the obligation of the LoansBorrower to repay such Borrowings in accordance with the terms of this Agreement. Additionally, (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lxxxxx’s rights and obligations under this Agreement. (g) In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes (in consultation with the Borrower) from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Borrowings and Continuations of Loans. (a) The Each Borrowing of Initial Loans on the Closing Date and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s Borrowers’ irrevocable notice to the Administrative Agent by the delivery of a written Committed Loan Notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (local time at the Administrative Agent’s Office) three (3) Business Days prior to the requested date of any such Borrowing or such continuation of LoansEurocurrency Rate Loans denominated in Dollars. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan NoticeBorrowing of, appropriately completed and signed by a Responsible Officer of the Borrower. Such Borrowing of and each or continuation of of, Eurocurrency Rate Loans shall be in an a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrowers are requesting a Borrowing or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (iiiii) the principal amount of Loans to be borrowed or continued, (iv) the currency in which the Loans to be borrowed are to be denominated and (iiiv) if applicable, the duration of the Interest Period with respect thereto. Unless otherwise agreed by the Administrative Agent in its sole discretion, no Loan having an Interest Period in excess of one month may be drawn or continued prior to the date that is sixty (60) days after the Closing Date. If the Borrower fails to give a timely notice requesting a continuation or the Borrower requests Borrowers request a Borrowing of, or a continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest PeriodPeriod (or fails to give a timely notice requesting a continuation of Eurocurrency Rate Loans), it will be deemed to have specified an Interest Period of one (1) month. If no currency is specified, the requested Borrowing shall be in Dollars. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the Loans and if no timely notice Loan. In the case of a continuation is provided by the Borrowereach Borrowing, the Administrative Agent shall notify each Lender of the details of any automatic continuation described in Section 2.02(a). Each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office in Dollars for the applicable currency not later than 9:00 a.m.1:00 p.m. (local time at the Administrative Agent’s Office), in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.024.02 (and, if such Borrowing is the Initial Revolving Borrowing, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower Borrowers on the books of Citicorp JPMorgan Chase Bank, N.A. with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the BorrowerBorrowers; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrowers, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, and second, to the Borrowers as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued only on the last day of an Interest Period for such LoanEurocurrency Rate Loan unless the Borrowers pay the amount due, if any, under Section 3.05 in connection therewith. If any Default or Event of Default is in existence at the time of any proposed continuation of any Eurocurrency Rate Loans and the Required Lenders have determined in their sole discretion not to permit such continuation, such Eurocurrency Rate Loans shall be automatically converted on the last day of the current Interest Period relating thereto into COF Loans. (d) The Administrative Agent shall promptly notify the Borrower Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Borrowings and all continuations of Revolving Credit Loans, there shall not be more than nine eight (9) 8) Interest Periods in effect effect. (f) 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 Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. (g) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in respect accordance with paragraph (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrowers severally agree 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 Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the LoansBorrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If such Lender’s portion of such Borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days after the date of such Borrowing, the Administrative Agent shall also be entitled to recover such amount with interest thereon accruing from the date on which the Administrative Agent made the funds available to the Borrowers at the rate per annum applicable to Eurocurrency Rate Loans under the relevant Facility, on demand, from the Borrowers. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(g) shall cease.

Borrowings and Continuations of Loans. (a) The Each Borrowing of Initial Loans on the Closing Date and each continuation of Loans (including, for the avoidance of doubt, the Borrowing and/or continuation of 2024 Term Loans (as such term is defined under the First Amendment) and unless otherwise set forth in the First Amendment) shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may shall be given by telephonea Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. three New York City time four (4) Business Days prior to the requested date of any such Borrowing of, or such continuation of Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan NoticeBorrowing of, appropriately completed and signed by a Responsible Officer of the Borrower. Such Borrowing of and each or continuation of Loans shall be in an a principal amount of $1,000,000 €5.0 million or a whole multiple of $500,000 €1.0 million in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing or a continuation of Loans, (ii) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (iiiii) the principal amount of Loans to be borrowed or continued, and (iiiiv) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation or the Borrower requests a Borrowing of, or a continuation of Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monththree months. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share Applicable Percentage of the Loans and if no timely notice applicable Loans. In the case of a continuation is provided by the BorrowerBorrowing, the Administrative Agent shall notify each Lender of the details of any automatic continuation described in Section 2.02(a). Each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds in Euros at the Administrative Agent’s Office in Dollars Account not later than 9:00 a.m.11:00 a.m. Madrid, Spain time on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.024.2 (or waiver thereof by the Lenders), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citicorp with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent designated by the BorrowerBorrower in the Committed Loan Notice. (c) Except as otherwise provided herein, a Loan may be continued only on the last day of an Interest Period for such Loan. During the existence of a Default, no Loans may be requested or continued without the consent of the Required Lenders. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate Interest Rate applicable to any Interest Period for Loans upon determination of such interest rateInterest Rate. (e) After giving effect to all Borrowings, and all continuations of Loans, there shall not be more than nine (9) ten Interest Periods in effect with respect to Loans. (f) Notwithstanding anything to the contrary in respect this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent (acting at the direction of the LoansRequired Lenders), and such Lender.