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

Borrowings, Conversions and Continuations of Committed Loans. (c) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar 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 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans or Floating LIBOR Loans or Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Floating LIBOR Loans or Base Rate Committed 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. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Floating LIBOR Loans. Any such automatic conversion to Floating LIBOR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar 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.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s 's irrevocable notice to the Administrative Agent, which may be given by telephonetelephone or electronic mail. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans or Floating LIBOR Loans or to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Floating LIBOR Loans or Base Rate Committed Loans. Each telephonic or electronic mail notice by the Borrower pursuant to this Section 2.02(a) must 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. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of 40 Keystone Senior Credit Agreement $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic telephonic, by electronic mail or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type and Class of Committed Loans to be borrowed or the Type of Committed Loans to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) with respect to any Borrowing of Revolving Loans, whether the proceeds of such Loans are to be applied to finance a Permitted Acquisition. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Floating LIBOR Base Rate Loans. Any such automatic conversion to Floating LIBOR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar 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.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Revolving Borrowing, each Term Borrowing, each conversion of Committed such Loans from one Type to the other, and each continuation of Eurodollar Rate LIBORSOFR Loans shall be made upon the Borrower’s irrevocable notice from the Administrative Borrower to the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the information requirements of the form of Revolving Loan Notice or Term Loan Notice, as applicable, attached hereto). Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) 1:00 p.m. threeone U.S. Government Securities Business Day prior to the requested date of any Borrowing of, conversion to or continuation of Daily Simple SOFR Loans or of any conversion of Daily Simple SOFR Loans to Base Rate Loans (ii) 1:00 p.m. three U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate LIBORTerm SOFR Loans or of any conversion of Eurodollar Rate LIBORTerm SOFR Loans or Floating LIBOR Loans or to Base Rate Committed Loans, and (iiiiiii) 12:00 p.m. on the requested date of any Borrowing of Floating LIBOR Base Rate Revolving Loans or Base Rate Committed Term Loans. Each telephonic notice by the Administrative Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Revolving Loan Notice or Term Loan Notice, as applicable, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. Each Borrowing of, conversion to or continuation of Eurodollar LIBORSOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Revolving Loan Notice or Term Loan Notice, as applicable, (whether telephonic or written) shall specify (i) the applicable Borrower to which the proceeds of the Loan shall be disbursed, (ii) whether the Administrative Borrower is requesting a Committed Revolving Borrowing, a Term Borrowing, a conversion of Committed Revolving Loans from one Type to the other, or a continuation of Eurodollar Rate LIBORTerm SOFR Loans, (iiiii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iiiiv) the principal amount of Committed Loans to be borrowed, converted or continued, (ivv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (vvi) if applicable, the duration of the Interest Period with respect thereto. If the Administrative Borrower fails to specify a Type of Committed Revolving Loan in a Committed Revolving Loan Notice or a Type of Term Loan in a Term Loan Notice or if the Administrative Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Revolving Loans or Term Loans shall be made as, or converted to, Floating LIBOR Base Rate Loans. Any such automatic conversion to Floating LIBOR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate LIBORTerm SOFR Loans. If the Administrative Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate LIBORSOFR Loans in any such Committed Revolving Loan Notice or Term Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding the foregoing, all Borrowings made on the Closing Date shall be made as Base Rate Loans unless the Administrative Agent shall have received an appropriate funding indemnity letter executed by the Borrowers and reasonably acceptable to the Administrative Agent at least three (3) Business Days prior to the Closing Date. In addition, notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a LIBORSOFR Loan.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar a Term SOFR Loan or an Alternative Currency Term Rate Loans Loan shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (i) three two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans or of any conversion of Eurodollar Rate Term SOFR Loans or Floating LIBOR Loans or to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, three Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation, and (iiiii) on the requested date of any Borrowing of Floating LIBOR Loans or Base Rate Committed Loans. Each telephonic notice by the Borrower pursuant to this Except as provided in Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice2.04(c), appropriately completed and signed by a Responsible Officer of the Borrower. Each each Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed Loans to be borrowed, and (vii) if applicable, the Designated Borrower; provided, however, that if as of the date of any Committed Loan Notice requesting a Committed Borrowing, there are Swing Line Loans outstanding, the Company shall be deemed to have requested that a portion of the requested Committed Loans in a principal amount equal to the outstanding principal amount of such Swing Line Loans. If the Borrower Company fails to specify a currency in a Committed Loan Notice requesting a Committed Loan, then the applicable Committed Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Floating LIBOR Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with, if applicable, an Interest Period of one month. Any such automatic conversion to Floating LIBOR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate LoansTerm SOFR Loan. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.any

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Term SOFR 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 Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (i) three two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans or of any conversion of Eurodollar Rate Term SOFR Loans or Floating LIBOR Loans or to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Floating LIBOR Loans or Base Rate Committed Loans. Each telephonic notice by Not later than 1:00 p.m. three Business Days before the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to requested date of such Borrowing, conversion or continuation, the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed shall notify the Borrower (which notice may be by a Responsible Officer of telephone) whether or not the Borrowerrequested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Floating LIBOR Base Rate Loans. Any such automatic conversion to Floating LIBOR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or CHAR1\1985879v4 continuation of Eurodollar Rate 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.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans Loans, in each case regardless of the Borrower to which it applies, shall be made upon the Borrower’s Company'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 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans or Floating LIBOR Loans or to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Floating LIBOR Loans or Base Rate Committed Loans. Each telephonic notice by the Borrower Company pursuant to this Section 2.02(aSECTION 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 BorrowerCompany. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(cSECTIONS 2.03(C) and 2.04(c2.04(C), each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 1,000,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower request is requesting for a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the applicable Borrower. If the Borrower Company fails to specify a particular Borrower, then the Committed Loans so requested shall be made to the Company. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Floating LIBOR Base Rate Loans. Any such automatic conversion to Floating LIBOR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar 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.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar a Term SOFR Loan or an Alternative Currency Term Rate Loans Loan shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (i) three two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans or of any conversion of Eurodollar Rate Term SOFR Loans or Floating LIBOR Loans or to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, three Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation, and (iiiii) on the requested date of any Borrowing of Floating LIBOR Loans or Base Rate Committed Loans. Each telephonic notice by the Borrower pursuant to this Except as provided in Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice2.04(c), appropriately completed and signed by a Responsible Officer of the Borrower. Each each Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed Loans to be borrowed, and (vii) if applicable, the Designated Borrower; provided, however, that if as of the date of any Committed Loan Notice requesting a Committed Borrowing, there are Swing Line Loans outstanding, the Company shall be deemed to have requested that a portion of the requested Committed Loans in a principal amount equal to the outstanding principal amount of such Swing Line Loans. If the Borrower Company fails to specify a currency in a Committed Loan Notice requesting a Committed Loan, then the applicable Committed Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Floating LIBOR Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with, if applicable, an Interest Period of one month. Any such automatic conversion to Floating LIBOR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate LoansTerm SOFR Loan. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided pursuant to Sections 2.12(a) and 3.03, no Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each The Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Committed Loans shall be made upon the Borrower’s '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 11:00 a.m. (i) three Business Days prior to the requested date of any the Borrowing of, of any conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans or Floating LIBOR Loans or to Base Rate Committed Loans, and (ii) on the requested date of any the Borrowing of Floating LIBOR Loans or Base Rate Committed 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. Each The Borrowing of, and each conversion to or continuation of Eurodollar Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Except as provided in Sections 2.03(c2.04(c) and 2.04(c2.05(c), each the Borrowing of or any conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Committed Loans, (ii) the requested date of the BorrowingBorrowing (which must be the Closing Date), conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made ascontinued as the same Type of Committed Loan, or converted toeach having the same Interest Period as the Committed Loans that are the subject of such continuation (e.g., Floating LIBOR Loansa one-month Eurodollar Rate Committed Loan shall continue as a one-month Eurodollar Committed Loan). Any such automatic conversion to Floating LIBOR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Committed Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Committed 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.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Term SOFR 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 Committed Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (i) three two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans or of any conversion of Eurodollar Rate Term SOFR Loans or Floating LIBOR Loans or to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Floating LIBOR Loans or Base Rate Committed 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. Each Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans shall be in a principal amount of not less than $1,000,000 or a whole multiple of $100,000 in excess thereof5,000,000. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount not less than $500,000; provided that any Borrowing of $200,000 or a whole multiple Base Rate Loans may be in the amount of $100,000 in excess thereofthe unused Aggregate Commitments. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Floating LIBOR Base Rate Loans. Any such automatic conversion to Floating LIBOR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate 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.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Revolving Borrowing, each Term Borrowing, each conversion of Committed such Loans from one Type to the other, and each continuation of Eurodollar Rate LIBOR Loans shall be made upon the Borrower’s irrevocable notice from the Administrative Borrower to the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the information requirements of the form of Revolving Loan Notice or Term Loan Notice, as applicable, attached hereto). Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate LIBOR Loans or of any conversion of Eurodollar Rate Loans or Floating LIBOR Loans or to Base Rate Committed Loans, and (ii) 12:00 p.m. on the requested date of any Borrowing of Floating LIBOR Base Rate Revolving Loans or Base Rate Committed Term Loans. Each telephonic notice by the Administrative Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Revolving Loan Notice or Term Loan Notice, as applicable, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. Each Borrowing of, conversion to or continuation of Eurodollar LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Revolving Loan Notice or Term Loan Notice, as applicable, (whether telephonic or written) shall specify (i) the applicable Borrower to which the proceeds of the Loan shall be disbursed, (ii) whether the Administrative Borrower is requesting a Committed Revolving Borrowing, a Term Borrowing, a conversion of Committed Revolving Loans from one Type to the other, or a continuation of Eurodollar Rate LIBOR Loans, (iiiii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iiiiv) the principal amount of Committed Loans to be borrowed, converted or continued, (ivv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (vvi) if applicable, the duration of the Interest Period with respect thereto. If the Administrative Borrower fails to specify a Type of Committed Revolving Loan in a Committed Revolving Loan Notice or a Type of Term Loan in a Term Loan Notice or if the Administrative Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Revolving Loans or Term Loans shall be made as, or converted to, Floating LIBOR Base Rate Loans. Any such automatic conversion to Floating LIBOR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate LIBOR Loans. If the Administrative Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate LIBOR Loans in any such Committed Revolving Loan Notice or Term Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding the foregoing, all Borrowings made on the Closing Date shall be made as Base Rate Loans unless the Administrative Agent shall have received an appropriate funding indemnity letter executed by the Borrowers and reasonably acceptable to the Administrative Agent at least three (3) Business Days prior to the Closing Date. In addition, notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a LIBOR Loan.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar a Term SOFR Loan or an Alternative Currency Term 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 Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three in the case of Term SOFR Loans, 1:00 p.m. two Business Days prior to the requested date of any Borrowing of, or conversion to or continuation of Eurodollar Rate Term SOFR Loans or of any conversion of Eurodollar Rate Term SOFR Loans or Floating LIBOR Loans or to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 1:00 p.m. three Business Days prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation, and (iiiii) 1:00 p.m. on the requested date of any Borrowing of Floating LIBOR Loans or Base Rate Committed 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. Each Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans and Alternative Currency Loans shall be in a an amount not less than the principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c2.04(c) and 2.04(c2.05(c), each Committed Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Committed Loans to be borrowed. If the Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if Notice, then the applicable Committed Loans shall be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Floating LIBOR a Borrowing of Term SOFR Loans with an Interest Period of one month; provided, however, that in the case of a failure to timely request a continuation of Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Floating LIBOR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided pursuant to Section 3.03, no Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Term SOFR Committed Loans and Alternative Currency 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 Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three in the case of Daily SOFR Loans, on the first Business Day immediately prior to the requested date of any Borrowing of Daily SOFR Loans or of any conversion of Daily SOFR Loans to Base Rate Loans; (ii) in the case of Term SOFR Committed Loans, two (2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Committed Loans or of any conversion of Eurodollar Term SOFR Committed Loans to Base Rate Loans or Floating LIBOR Loans Daily SOFR Loans, (iii) in the case of Alternative Currency Loans, three (3) Business Days prior to the requested date of any Borrowing or continuation of Alternative Currency Loans, and (iv) with respect to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Floating LIBOR Loans or Base Rate Committed 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. Each Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Committed Loans and Alternative Currency Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Except as provided in Sections 2.03(c2.04(c) and 2.04(c2.05(c), each Committed Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans or Daily SOFR Loans shall be in a principal amount of $200,000 500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Term SOFR Committed Loans or Alternative Currency Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Floating LIBOR Loans. Any such automatic conversion to Floating LIBOR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar 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.be

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the information requirements of the form of Committed Loan Notice attached hereto). Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans or Floating LIBOR Loans or Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Floating LIBOR Loans or Base Rate Loans; provided, however, all Committed Borrowings made on the Closing Date shall be made as Base 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. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Floating LIBOR Base Rate Loans. Any such automatic conversion to Floating LIBOR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar 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.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the information requirements of the form of Committed Loan Notice attached hereto). Each such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans or Floating LIBOR Loans or Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Floating LIBOR Loans or Base Rate Committed 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. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Floating LIBOR LoansEurodollar Rate Loans with an interest period of one month. Any such automatic conversion to Floating LIBOR Eurodollar Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar 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.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar 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 11:00 10:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans or Floating LIBOR Loans or Base Rate Committed Loans, and (ii) on one Business Day prior to the requested date of any Borrowing of Floating LIBOR Loans or Base Rate Committed Loans. On the date which is two Business Days prior to the first day of an Interest Period, the Administrative Agent shall confirm the applicable Eurodollar Rate (which determination shall be conclusive absent manifest error) and promptly shall give notice of the same to the Borrower and the Lenders in accordance with Section 10.02 (other than with respect to time periods). 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. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Floating LIBOR Base Rate Loans. Any such automatic conversion to Floating LIBOR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar 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.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the applicable 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 11:00 10:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans or Floating LIBOR Loans or Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Floating LIBOR or conversion of Eurodollar Rate Loans or to Base Rate Committed Loans, (iii) on the requested date of any Borrowing of Canadian Prime Rate Loans and (iv) as set forth in Section 2.15(a) for an Bankers’ Acceptances or BA Equivalent Notes. Each telephonic notice by the a Borrower pursuant to this Section 2.02(a2.2(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 or any other Person designated in writing by a Responsible Officer of such Borrower to the BorrowerAdministrative Agent. Each Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 US$50,000,000 or a whole multiple of $100,000 US$5,000,000 in excess thereof. Except as provided thereof in Sections 2.03(c) the case of US Dollar denominated Loans and 2.04(c), each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 CDN$5,000,000 or a whole multiple of $100,000 CDN$1,000,000 in excess thereofthereof in the case of Canadian Dollar denominated Loans. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower TMCC or TCPR fails to specify a Type of Committed Loan in a Committed Loan Notice or if the such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Floating LIBOR Base Rate Loans. If TCCI fails to specify a Type of Committed Loan in a Committed Loan Notice, then the applicable Committed Loans shall be made as Canadian Prime Rate Loans. Any such automatic conversion to Floating LIBOR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar 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.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar 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 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans or Floating LIBOR Loans or Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Floating LIBOR Loans or Base Rate Committed 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. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Floating LIBOR Loans. Any such automatic conversion to Floating LIBOR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar 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.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Term SOFR 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 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans or of any conversion of Eurodollar Rate Term SOFR Loans or Floating LIBOR Loans or Base Rate to ABR Committed Loans, and (ii) on the requested date of any Borrowing of Floating LIBOR Loans or Base Rate ABR Committed 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. Each Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans shall be in a principal amount of One Million and 00/100 Dollars ($1,000,000 1,000,000) or a whole multiple of One Million and 00/100 Dollars ($100,000 1,000,000) in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Floating LIBOR Loans or Base Rate ABR Committed Loans shall be in a principal amount of Five Hundred Thousand and 00/100 Dollars ($200,000 500,000) or a whole multiple of One Hundred Thousand and 00/100 Dollars ($100,000 100,000) in excess thereof. Each Committed Loan Notice (whether telephonic or written) ), shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Term SOFR Loans, (ii) the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice Notice, or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans Loan shall be made as, or converted to, Floating LIBOR ABR Loans. Any such automatic conversion to Floating LIBOR ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate 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 (1) month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Term SOFR Loan.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the information requirements of the form of Committed Loan Notice attached hereto). Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) 2:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans or Floating LIBOR Loans or Base Rate Committed Loans, and (ii) 11:00 a.m. on the requested date of any Borrowing of Floating LIBOR Loans or Base Rate Committed Loans; provided, however, all Committed Borrowings made on the Closing Date shall be made as Base Rate Committed 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. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 1,000,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Floating LIBOR Base Rate Loans. Any such automatic conversion to Floating LIBOR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar 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.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the information requirements of the form of Committed Loan Notice attached hereto). Each Except to the extent the Administrative Agent has waived advance receipt of such notices, each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans or Floating LIBOR Loans or Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Floating LIBOR Loans or Base Rate Loans; provided, however, all Committed LoansBorrowings made on the Closing Date shall be made as Base Rate Loans unless the Borrower shall have delivered all items reasonably requested by the Administrative Agent for the making of Eurodollar Rate Loans at least three (3) days prior to the Closing Date or the Administrative Agent has otherwise waived such advance delivery. 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. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Floating LIBOR Base Rate Loans. Any such automatic conversion of a Eurodollar Rate Loan to Floating LIBOR Loans a Base Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable such Eurodollar Rate LoansLoan. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar 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.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Revolving Borrowing, each Term Borrowing, each conversion of Committed such Loans from one Type to the other, and each continuation of Eurodollar Rate LIBOR Loans shall be made upon the Borrower’s irrevocable notice from the Administrative Borrower to the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the information requirements of the form of Revolving Loan Notice or Term Loan Notice, as applicable, attached hereto). Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate LIBOR Loans or of any conversion of Eurodollar Rate Loans or Floating LIBOR Loans or to Base Rate Committed Loans, and (ii) 12:00 p.m. on the requested date of any Borrowing of Floating LIBOR Base Rate Revolving Loans or Base Rate Committed Term Loans. Each telephonic notice by the Administrative Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Revolving Loan Notice or Term Loan Notice, as applicable, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. Each Borrowing of, conversion to or continuation of Eurodollar LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Revolving Loan Notice or Term Loan Notice, as applicable, (whether telephonic or written) shall specify (i) the applicable Borrower to which the proceeds of the Loan shall be disbursed, (ii) whether the Administrative Borrower is requesting a Committed Revolving Borrowing, a Term Borrowing, a conversion of Committed Revolving Loans from one Type to the other, or a continuation of Eurodollar Rate LIBOR Loans, (iiiii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iiiiv) the principal amount of Committed Loans to be borrowed, converted or continued, (ivv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (vvi) if applicable, the duration of the Interest Period with respect thereto. If the Administrative Borrower fails to specify a Type of Committed Revolving Loan in a Committed Revolving Loan Notice or a Type of Term Loan in a Term Loan Notice or if the Administrative Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Revolving Loans or Term Loans shall be made as, or converted to, Floating LIBOR Base Rate Loans. Any such automatic conversion to Floating LIBOR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate LIBOR Loans. If the Administrative Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate LIBOR Loans in any such Committed Revolving Loan Notice or Term Loan Notice, but fails to specify an Interest Period, it will be deemed to have - 39 - 106033153\V-9 specified an Interest Period of one month. Notwithstanding the foregoing, all Borrowings made on the Closing Date shall be made as Base Rate Loans unless the Administrative Agent shall have received an appropriate funding indemnity letter executed by the Borrowers and reasonably acceptable to the Administrative Agent at least three (3) Business Days prior to the Closing Date. In addition, notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a LIBOR Loan.

Borrowings, Conversions and Continuations of Committed Loans. (ca) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate SOFR 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 11:00 a.m. (i) three U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate SOFR Loans or of any conversion of Eurodollar Rate SOFR Loans or Floating LIBOR Loans or to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Floating LIBOR Loans or Base Rate Committed Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, in the case of such request for a Committed Borrowing, or a written Interest Election Notice, in the case of such request for a conversion or continuation, in each case, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c2.3(c) and 2.04(c2.4(c), each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be Borrowing (which shall be a Business Day), (iiiii) the principal amount of Committed Loans to be borrowed, converted or continued, (iviii) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (viv) if applicable, the duration of the Interest Period with respect thereto. If Each Interest Election Notice (whether telephonic or written) shall specify (i) the Borrower fails requested date of the conversion or continuation (which shall be a Business Day), (ii) the principal amount of Committed Loans to specify a be converted or continued, (iii) the Type of Committed Loan in a Committed Loan Notice or if the Borrower fails Loans to give a timely notice requesting a conversion or continuation, then the applicable which existing Committed Loans shall are to be made asconverted and (iv) if applicable, or converted to, Floating LIBOR Loans. Any such automatic conversion to Floating LIBOR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar 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.duration 32 0000-0000-0000.14875-3923-5757.8

Borrowings, Conversions and Continuations of Committed Loans. (c) Each i)Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans or of any conversion of Eurodollar Rate Term SOFR Loans or Floating LIBOR Loans or to Base Rate Committed Loans or SOFR Daily Floating Rate Loans, and (ii) on the requested date of any Borrowing of Floating LIBOR Loans or Base Rate Committed Loans or SOFR Daily Floating 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. Each Borrowing of, or conversion to to, Term SOFR Loans or SOFR Daily Floating Rate Loans and each continuation of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c2.01(c) and 2.04(c), each Borrowing of or conversion to Floating LIBOR Loans or Base Rate Committed Loans shall be in a principal amount of $200,000 500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Floating LIBOR Base Rate Loans. Any such automatic conversion to Floating LIBOR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate 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.