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

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent. Each such notice must be in writing and must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) (i) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (v) one Business Day prior to the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowers wish to request Eurocurrency Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) five Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. (New York City time) three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrowers whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be in a principal amount of or a £1,000,000 or a whole multiple of £500,000 in excess thereof. Except as provided in Sections 2.03(d) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a principal Dollar Amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrowers are requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and (vi) if applicable, the duration of the Interest Period with respect thereto. If, (x) with respect to any Term SOFR Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, a Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its ratable share of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers), the Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, as described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 p.m. (New York City time), in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) in the case of any Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.02, 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 applicable Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower Representative (on behalf of the Borrowers), there are Swing Line Loans or 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, second, to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR Loans. (d) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in 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.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be in writing and Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars Alternative Currencies, and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (v) one Business Day prior to on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowers wish Borrower wishes to request Eurocurrency Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. noon (New York City timei) five four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. noon (New York City timei) three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrowers Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, of or conversion to or continuation of XXXXX Xxxx Base Rate Loans shall be in a principal amount of or a £1,000,000 or a whole multiple of £500,000 in excess thereof. Except as provided in Sections 2.03(d) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a principal Dollar Amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrowers are Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and converted, (viv) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Loans to be borrowed. IfIf the Borrower fails to specify a currency in a Loan Notice, (x) with respect to any Term SOFR Loans, then the Borrowers fail Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, Loans in their original currency with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line No Loan may not be converted to into or continued as a Eurocurrency Rate LoanLoan denominated in a different currency, Term SOFR but instead must be prepaid in the original currency of such Loan or XXXXX Rate Loanand reborrowed in the other currency. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender in writing of the amount (and currency) of its ratable share Applicable Percentage of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)Borrower, the Administrative Agent shall notify each Lender in writing of the details of any automatic conversion to Eurocurrency Base Rate Loans, Term SOFR Loans or XXXXX Rate Loanscontinuation of Loans denominated in a currency other than Dollars, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 12:00 p.m. (New York City time)1:00 p.m., in the case of any Loan denominated in DollarsDollars (or in the case of Base Rate Loans, 2:00 p.m.), and not later than 10:00 a.m. (Local Time) 1:00 p.m. in the place of payment specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case, case on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction or waiver 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 applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of the Administrative Agent Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower Representative (on behalf of the Borrowers), there are Swing Line Loans or 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, second, to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of a Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR LoansEurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 Borrowers Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency RateAt any time that Base Rate Loans are outstanding, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten eight Interest Periods in effecteffect with respect to Loans. (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, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon a Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice must be in writing and Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) 1:00 p.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars Alternative Currencies, and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (v) one Business Day prior to on the requested date of any Borrowing of Base Rate Loans; provided, however, provided that if the Borrowers wish applicable Borrower wishes to request Eurocurrency Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (New York City timei) five four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. 1:00 p.m., (New York City timei) three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrowers Company and 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. Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, of or conversion to or continuation of XXXXX Xxxx Base Rate Loans shall be in a principal amount of or a £1,000,000 or a whole multiple of £500,000 in excess thereof. Except as provided in Sections 2.03(d) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a principal Dollar Amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 500,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrowers are applicable Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and converted, (viv) if applicable, the duration of the Interest Period with respect thereto. If, (xvi) with respect the currency of the Loans to any Term SOFR Loansbe borrowed and (vii) if applicable, the Borrowers fail Designated Borrower. If the applicable Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the applicable Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, a Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, Loans with an applicable Interest Period of one month; provided that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Eurocurrency Rate Loans with an Interest Period of one month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the applicable Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line No Loan may not be converted to into or continued as a Eurocurrency Rate LoanLoan denominated in a different currency, Term SOFR but instead must be prepaid in the original currency of such Loan or XXXXX Rate Loanand reborrowed in the other currency. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its ratable share Applicable Percentage of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loanscontinuation of Loans denominated in a currency other than Dollars, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 12:00 p.m. (New York City time)1:00 p.m., in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case, case on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. 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 Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable such Borrower on the books of the Administrative Agent Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the applicable Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower Representative (on behalf of the Borrowers), there are Swing Line Loans or 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, second, to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of Default, at upon the election request of the Administrative Agent or the Required Lenders, (i) no Loans may denominated in Dollars shall be requested as, converted to or continued as Term SOFR LoansEurocurrency Rate Loans without the consent of the Required Lenders and (ii) no Loans denominated in any Alternative Currency shall be continued as Eurocurrency Rate Loans with an Interest Period greater than one month without the consent of the Required Lenders. (d) The Administrative Agent shall promptly notify the Borrowers Company, the applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency RateAt any time that Base Rate Loans are outstanding, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive notify the Company, the applicable Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effecteffect with respect to Loans. (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, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Eurodollar Rate Loans, Term SOFR Loans or XXXXX BA Rate Loans shall be made upon the applicable Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) 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 City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) 12:00 p.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Eurodollar Rate Loans denominated in Yen or Australian Dollars and (y) three Business Days prior to the requested date of any Borrowing BA Rate Loans or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Eurodollar Rate Loans or BA Rate Loans to Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans, as the case may be, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (vii) one Business Day prior to the requested date of any Borrowing of Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans that is in excess of $10,000,000, and (iii) on the requested date of any Borrowing of Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans for an amount up to $10,000,000; provided, however, that if the Borrowers wish applicable Borrower wishes to request Eurocurrency Eurodollar Rate Loans or BA Rate Loans having an Interest Period other than one1, two2, three 3 or six 6 months in duration as provided in the definition of “Interest Period, ,” the applicable notice from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) five four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. (New York City time) 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrowers applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate applicable Lenders. Each telephonic notice by the a Borrower Representative pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers)such Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx BA Rate Loans shall be in a principal amount of $1,000,000 or a £1,000,000 Cdn. $1,000,000, as applicable, or a whole multiple of £500,000 $200,000 or Cdn. $200,000, as applicable, in excess thereof. Except as provided in Sections 2.03(d2.03(a) and 2.04(c), each Borrowing of, of or conversion toto Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans shall be in a principal Dollar Amount amount of $1,000,000 500,000 or Cdn. $500,000, as applicable, or a whole multiple of a Dollar Amount of $1,000,000 100,000 or Cdn. $100,000, as applicable, in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrowers are a Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Eurodollar Rate Loans, Term SOFR Loans or XXXXX BA 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and converted, (viv) if applicable, the duration of the Interest Period with respect thereto. If, thereto and (xvi) with respect to any Term SOFR Loansif applicable, the Borrowers fail currency of the Borrowing, continuation or conversion. If a Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, a Eurocurrency Base Rate Loan Loans (in the case of U.S. Revolving Credit Loans), Canadian Base Rate Loans (in the case of Canadian Revolving Credit Loans denominated in Dollars) or XXXXX Canadian Prime Rate Loans, as applicable, with an applicable Interest Period Loans (in the case of one monthCanadian Revolving Credit Loans denominated in Canadian Dollars). Any such automatic conversion to Base Rate Loans, Canadian Base Rate Loans or continuation pursuant to the immediately preceding sentence Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Eurodollar Rate Loans, Term SOFR Loans or XXXXX BA Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the a Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Eurodollar Rate Loans, Term SOFR Loans or XXXXX BA Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one 1 month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Eurodollar Rate Loan, Term SOFR Loan or XXXXX a BA Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its ratable share Applicable Percentage under the applicable Facility of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)applicable Borrower, the Administrative Agent shall notify each applicable Lender of the details of any automatic conversion to Eurocurrency Base Rate Loans, Term SOFR Canadian Base Rate Loans or XXXXX Canadian Prime Rate Loans, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, as described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 1:00 p.m. (New York City time), in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) in the case of any Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in 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 applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of the Administrative Agent 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 toacceptable) to the Administrative Agent by the Borrower Representative (on behalf of the applicable Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower Representative (on behalf of the Borrowers), there are Swing Line Loans or 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, second, to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Any Eurodollar Rate Loan may be and a BA Rate Loan continued or converted only other than on the last day of an Interest Period for such Eurocurrency Eurodollar Rate Loan, Term SOFR Loan or XXXXX BA Rate Loan, as applicable, unless the Borrowers pay the amount due under Loan and any continuation or conversion shall be subject to Section 3.06 in connection therewith3.05. During the existence of an Event of Default, at (i) upon notice to the election of Borrower Agent from the Administrative Agent or given at the request of the Required U.S. Lenders, no outstanding Loans to the U.S. Borrowers may be requested asconverted into, converted to or continued as Term SOFR Eurodollar Rate Loans and (ii) upon notice to the Borrower Agent from the Administrative Agent given at the request of the Required Canadian Lenders, no outstanding Loans to the Canadian Borrowers may be converted into, or continued as Eurodollar Rate Loans or BA Rate Loans. (d) The Administrative Agent shall promptly notify the Borrowers applicable Borrower and the applicable Lenders of the interest rate applicable to any Interest Period for Eurocurrency Eurodollar Rate Loans, Term SOFR Loans or XXXXX and BA Rate Loans upon determination of such interest rate. The determination of the Eurocurrency RateAt any time that Base Rate Loans, Term SOFR Reference Canadian Base Rate Loans or XXXXX Xxxx by Canadian Prime Rate Loans are outstanding, the Administrative Agent shall be conclusive notify the applicable Borrower and the applicable Lenders of any change in UBS AG, Stamford Branch’s or UBS Canada’s, as applicable, base rate or prime rate used in determining the absence Base Rate, Canadian Base Rate or Canadian Prime Rate, as applicable, promptly following the announcement of manifest errorsuch change. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effecteffect in respect of the Revolving Credit Facility. (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, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX and/or Alternative Currency Term Rate Loans shall be made upon the Parent Borrower’s, ACUS’s, MI’s or any other applicable Tranche B Designated Subsidiary Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) 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 City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) a.m. (i) three U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, to or continuation of, of Term SOFR LoansLoans denominated in Dollars, (ii) (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars and (y) three Business Days prior to the requested date of any Borrowing of or conversion to an Alternative Currency Loan or, in the case of any Alternative Currency Term Rate Loan, any continuation of Eurocurrency Rate Loans, thereof and (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (v) one Business Day prior to on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowers wish applicable Borrower wishes to request Eurocurrency (x) Term SOFR Loans having an Interest Period other than one or three 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., four U.S. Government Securities Business Days prior to the requested date of such Borrowing of, conversion to or continuation of Term SOFR Loans denominated in Dollars, whereupon the Administrative Agent shall give prompt notice to the affected Lenders of such request and determine whether the requested Interest Period is acceptable to all of them or (y) Alternative Currency Term Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) five Business Days prior to the requested date of such Borrowing, conversion Borrowing or continuationcontinuation of Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not If a different Interest Period is requested, not later than 10:00 11:00 a.m. (New York City timex) three U.S. Government Securities Business Days before the requested date of such BorrowingBorrowing of, conversion to or continuationcontinuation of Term SOFR Loans denominated in Dollars, the Administrative Agent shall notify the Borrowers applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate affected Lenders or (y) four Business Days prior to the requested date of such Borrowing or continuation of Alternative Currency Term Rate 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 Lenders. Each telephonic notice by the applicable Borrower Representative pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Borrowing of, conversion to or continuation of Eurocurrency Rate of, as applicable, Term SOFR Loans or Term SOFR Alternative Currency Loans shall be in a principal Dollar Amount amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereofthereof (or, in the case of a Borrowing, a principal amount equal to the remaining available amount of the Tranche B Commitment). Each Except as provided in Section 2.03(c), each Borrowing of, of or conversion to or continuation of XXXXX Xxxx Base Rate Loans shall be in a principal amount of or a £1,000,000 $500,000 or a whole multiple of £500,000 in excess thereof. Except as provided in Sections 2.03(d) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a principal Dollar Amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrowers are applicable Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Alternative Currency Term Rate Loans, as applicable, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the currency and principal amount of Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and (viv) if applicable, the duration of the Interest Period with respect thereto. IfIf such Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, (x) with respect to any Term SOFR Loans, then the Borrowers fail Loans so requested shall be made in Dollars. If the applicable Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans denominated in Dollars; provided, however, that in the case of a Eurocurrency Rate Loan or XXXXX Rate Loansfailure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as applicable, Loans (in their original currency) with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the applicable Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line No Revolving Loan may not be converted to into or continued as a Eurocurrency Rate LoanRevolving Loan denominated in a different currency, Term SOFR but instead must be prepaid in the original currency of such Revolving Loan or XXXXX Rate Loanand reborrowed in the other currency. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Tranche B Lender of the amount (and currency) of its ratable share Applicable Percentage of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)applicable Borrower, the Administrative Agent shall notify each Tranche B Lender or Term Lender, as applicable, of the details of any automatic conversion to Eurocurrency Base Rate Loans, Term SOFR Loans or XXXXX Rate Loanscontinuation of Loans denominated in a currency other than Dollars, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Tranche B Lender shall make the amount of its Revolving Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 12:00 p.m. (New York City time)1:00 p.m., in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case, case on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in 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 applicable Parent Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Parent Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Parent Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is given by the Borrower Representative (on behalf of the Borrowers)Parent Borrower, there are Swing Line Loans or L/C Borrowings of the Parent Borrower outstanding, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the payment in full of any such Swing Line Loans, and third, to the applicable Parent Borrower as provided above. Each Tranche B Lender may, at its option, make any Revolving Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Tranche B Lender to make such Revolving Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Revolving Loan in accordance with the terms of this Agreement and such branch or Affiliate shall not have any voting rights hereunder which rights shall remain with such Tranche B Lender. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Alternative Currency Term Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR LoansLoans (if such Loan is denominated in Dollars) or Loans made in an Alternative Currency (if such Loan is denominated in an Alternative Currency) without the consent of the Majority Loan Lenders, and the Majority Tranche B Lenders may demand that any or all of the then outstanding Loans denominated in an Alternative Currency be 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 Borrowers Parent Borrower and the Tranche B Lenders and the Term Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX an Alternative Currency Term Rate Loans upon determination of such interest rate. The determination of the Eurocurrency RateAt any time that Base Rate Loans are outstanding, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive notify the Parent Borrower and the Tranche B Lenders and the Term Lenders of any change in Bank of America’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten seven Interest Periods in effecteffect with respect to Loans. (f) The failure of any Lender Administrative Agent will have the right to make Conforming Changes (in consultation with the Loan Parent Borrower) from time to be made by it as part of any Borrowing shall not relieve time and, notwithstanding anything to the contrary herein or in any other Lender of its obligationCredit Document, if any, hereunder to make its Loan on any amendments implementing such Conforming Changes will become effective without any further action (other than consultation with the date of such Borrowing, but no Lender shall be responsible for the failure Parent Borrower as noted above) or consent of any other Lender party to make this Agreement or any other Credit Document; provided, that, with respect to any such amendment effected, the Loan Administrative Agent shall post each such amendment implementing such Conforming Changes to be made by the Borrower and the Lenders reasonably promptly after such other Lender on the date of any Borrowingamendment becomes effective.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, (which irrevocable notice may be modified in connection with the delivery of a Scheduled Loan Principal Reduction Certificate in accordance with Section 4.05) which may be given by (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 in writing and must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) 1:00 p.m. (i) three Business Days prior to the requested date of any Revolving Credit Borrowing of, conversion of Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Eurocurrency Rate Loans to Base Rate Loans, (ivii) on the requested date of any Revolving Credit Borrowing of Base Rate Loans and (iii) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (v) one Business Day prior to the requested date of any Term Loan Borrowing of Base Rate Working Capital Term Loans; provided, however, provided that if the Borrowers wish Borrower wishes to request Eurocurrency Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) five 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders under the applicable Facility of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. (New York City time) 1:00 p.m., three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans having an Interest period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the Administrative Agent shall notify the Borrowers Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate such Lenders. Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Revolving Credit Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be in a principal amount of or a £1,000,000 or a whole multiple of £500,000 in excess thereof. Except as provided in Sections 2.03(d) and 2.04(c2.03(c), each Revolving Credit Borrowing of, of or conversion to, to Base Rate Loans shall be in a principal Dollar Amount amount of $1,000,000 500,000 or a whole multiple of a Dollar Amount of $1,000,000 100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrowers are Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans), a Revolving Credit Borrowing and/or a Term Loan Borrowing (and, in the case of a Term Loan Borrowing, the Tranche thereof), a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans, (ii) the requested date of the BorrowingBorrowing(s), conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans and/or Term Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted converted, and (viv) if applicable, the duration of the Interest Period with respect thereto. If, (x) with respect to any Term SOFR Loans, If the Borrowers fail Borrower fails to specify a Type of Revolving Credit Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, a Eurocurrency Rate Loan or XXXXX Base Rate Loans, as applicable, with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its ratable share Applicable Percentage of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, Loans as described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Revolving Credit Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office not later than 12:00 (i) 1:00 p.m. (New York City time), in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) in the case of any Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Notice so long as such Committed Loan Notice was received prior to the Business Day specified for such Revolving Credit Borrowing in such Committed Loan Notice and (ii) 3:00 p.m. in the case of any Revolving Credit Borrowing requested in a Committed Loan Notice that was received on the same Business Day as the Business Day specified for such Revolving Credit Borrowing in the applicable Committed Loan Notice. Each In the case of a Tranche A-6 Term Loan Borrowing (other than the Scheduled Term Loans to be funded on the Restatement Effective Date, which shall be subject to Section 3 of the Amendment and Restatement Agreement), each Tranche A-6 Term Loan Lender may, at shall make the amount of its option, make any Working Capital Term Loan available to the Parent Borrower by causing any foreign Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than (i) 11:00 a.m. on the Business Day specified for such Term Loan Borrowing in the applicable Committed Loan Notice (or domestic branch or Affiliate of such Lender this Agreement as deemed a Committed Loan Notice pursuant to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this AgreementSection 4.05). Upon satisfaction of the applicable conditions set forth in Section 4.02, Sections 4.03 and 4.05 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 applicable Borrower on the books of the Administrative Agent Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower); provided, however, that if, if on the date the a Committed Loan Notice with respect to such a Borrowing is given by the Borrower Representative (on behalf of the Borrowers)Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above and, if such Borrowing includes a Term Loan Borrowing of Working Capital Term Loans, to the payment extent any Term Loan Borrowing results in full a Trigger Event or if a Repayment Deadline exists, proceeds of the applicable Term Loan Borrowing may be applied to the prepayment of Revolving Credit Loans in amounts equal to the excess of the thresholds set forth in the definition of “Trigger Event”. For the avoidance of doubt, the Administrative Agent shall have no obligation to make any amounts available to the Borrower on a proposed date of any Borrowing if such Swing Line Loans, and third, to amounts have not been received by the Administrative Agent from the applicable Borrower as provided aboveLenders. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of a Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR LoansEurocurrency Rate Loans without the consent of the Required Lenders. (d) The Administrative Agent shall promptly notify the Borrowers Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency RateAt any time that Base Rate Loans are outstanding, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten five Interest Periods in effecteffect in respect of the Revolving Credit Facility. (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, Conversions and Continuations of Loans. (a) Each Term A Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving A Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) 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 City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) 12:00 noon (i) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Eurocurrency Rate Loans to Base Rate Loans, (ivii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Revolving Credit Loans that are Eurocurrency Rate Loans denominated in Alternative Currencies and (viii) one Business Day prior to on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowers wish Borrower wishes to request Eurocurrency Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (New York City timei) five four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. 12:00 noon, (New York City timei) three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrowers 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 Representative pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers)Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be in a principal amount of or a £1,000,000 $3,000,000 or a whole multiple of £500,000 $1,000,000 in excess thereof. Except as provided in Sections 2.03(d2.03(c) and 2.04(c), each Borrowing of, of or conversion to, to Base Rate Loans shall be in a principal Dollar Amount amount of $1,000,000 500,000 or a whole multiple of a Dollar Amount of $1,000,000 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrowers are Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans)A Borrowing, a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving A Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which (x) shall be a Business DayDay and (y) in the case of a Term A Borrowing, shall be either the Closing Date or the Merger Date), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving A Loans or Revolving Credit Loans are to be converted and (viprovided, that all Term A Loans borrowed on the Closing Date shall be Base Rate Loans), (v) if applicable, the duration of the Interest Period with respect thereto. If, (xvi) with respect to any Term SOFR in the case of Revolving Credit Borrowings or Revolving Credit Loans, the Borrowers currency of the Loans to be borrowed or continued and (vii) in the case of Revolving Credit Borrowings to be denominated in Dollars, whether the applicable Revolving Credit Loans to be borrowed are to be Multicurrency Revolving Credit Loans or US Dollar Revolving Credit Loans (provided, that if the Borrower shall fail to so specify, the applicable Revolving Credit Loans shall be allocated first, to the Multicurrency Revolving Credit Facility to the full extent of the then unused Multicurrency Revolving Credit Commitments and second, to the US Dollar Revolving Credit Facility to the full extent of the then unused US Dollar Revolving Credit Commitments). If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving A Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, Loans in their original currency with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency is specified, of such Loan and reborrowed in the requested Borrowing shall be in Dollarsother currency. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Appropriate Lender of the amount of its ratable share Applicable Percentage under the applicable Facility of the applicable Tranche of Term Loans, Specified Refinancing Revolving A Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or automatic continuation as Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans, as applicable, with an a one-month Interest Period of one month or Base Rate Loans, as applicable, as described in Section 2.02(a). In the case of a Term A Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 p.m. (New York City time)1:00 p.m., in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) the Applicable Time specified by the Administrative Agent in the case of any Revolving Credit Loan denominated in an Alternative Currency, in each case, case on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.03 and, if such Borrowing is (x) the initial Credit Extension, Section 4.01 or (y) the Merger Borrowing, 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 applicable Borrower on the books of the Administrative Agent Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower); provided, however, that if, on the date the a Committed Loan Notice with respect to such a Revolving Credit Borrowing is given by the Borrower Representative (on behalf of the Borrowers)Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be appliedRevolving 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 payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay Borrower pays the amount due amounts due, if any, under Section 3.06 3.05 in connection therewith. During the existence of an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR LoansEurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Facility Lenders with respect to the Multicurrency Revolving Credit Facility may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid or redenominated into Dollars in the amount of the Dollar Equivalent thereof (at the option of the Borrower), on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Borrowers Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency RateAt any time that Base Rate Loans are outstanding, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Term A Borrowings, all Revolving Credit Borrowings, all conversions of Term A Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term A Loans or Revolving Credit Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect, unless otherwise agreed between the Borrower and the Administrative Agent. (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, Conversions and Continuations of Loans. (a) Each Term Committed Borrowing, each Revolving Credit Term A-1 Loan Borrowing and each Term A-2 Loan Borrowing, each conversion of Term Committed Loans, Specified Refinancing Revolving Term A-1 Loans or Revolving Credit Term A-2 Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Committed Loans or XXXXX Eurocurrency Rate Term Loans shall be made upon the Company’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, which may be given by: (i) telephone or (ii) a Committed Loan Notice, a Term A-1 Loan Notice or a Term A-2 Loan Notice, as applicable; provided, that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice, a Term A-1 Loan Notice or a Term A-2 Loan Notice, as applicable. Each such notice must be in writing and Committed Loan Notice, Term A-1 Loan Notice or Term A-2 Loan Notice, as applicable, must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in i) 1:00 p.m. on the case of Loans denominated in Dollars, or London time in the case requested date of any Borrowing denominated in an Alternative Currencyof LIBOR Floating Rate Loans or of any conversion of LIBOR Floating Rate Loans to Base Rate Committed Loans or Base Rate Term Loans, as applicable, (ii) (i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Committed Loans denominated in Dollars or of Eurocurrency Rate Term Loans or of any conversion of Eurocurrency Rate Committed Loans denominated in Dollars or Eurocurrency Rate Term Loans to Base Rate Loans to, or continuation of, Term SOFR Committed Loans, LIBOR Floating Rate Loans or Base Rate Term Loans, as applicable, (iiiii) 11:00 a.m. three Business Days (x) or four Business Days in the case of Australian Dollars or Mexican Pesos and four or five Business Days in the case of any other Special Notice Currency, as determined by the Administrative Agent and specified to the Company) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Committed Loans denominated in Yen or Australian Dollars Alternative Currencies and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (v) one Business Day prior to 1:00 p.m. on the requested date of any Borrowing of Base Rate Committed Loans or Base Rate Term Loans or of any conversion of Base Rate Committed Loans or Base Rate Term Loans to LIBOR Floating Rate Loans; provided, however, that if the Borrowers wish Company wishes to request Eurocurrency Rate Committed Loans for a Tranche or Eurocurrency Rate Term Loans for Term A-1 Loans or Term A-2 Loans of the same Borrowing, in each case having an Interest Period other than seven days or one, two, three or six months in duration as provided in the definition of “Interest Period, ,” the applicable notice from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City timei) five four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Committed Loans denominated in Dollars or Eurocurrency Rate Term Loans, or (ii) four Business Days (or five Business Days in the case of Australian Dollars or Mexican Pesos and five or six Business Days in the case of any other Special Notice Currency, as determined by the Administrative Agent and specified to the Company) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such Tranche (or in the case of Eurocurrency Rate Term Loans of the same Borrowing, the Term Lenders holding such Loans) of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. 11:00 a.m., (New York City timei) three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Committed Loans denominated in Dollars or Eurocurrency Rate Term Loans, or (ii) three Business Days (or four Business Days in the case of Australian Dollars or Mexican Pesos and four or five Business Days in the case of any other Special Notice Currency, as determined by the Administrative Agent and specified to the Company) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrowers Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders of such Tranche (or in the case of Eurocurrency Rate Term Loans of the same Borrowing, the Term A-1 Lenders or the Term A-2 Lenders, as applicable, holding such Loans). Each telephonic notice by the Borrower Representative Company pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, Term A-1 Loan Notice or a Term A-2 Loan Notice, as applicable, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the BorrowersCompany. Except as provided in Section 2.01(h). Each , each Borrowing of, conversion to or continuation of Eurocurrency Rate Committed Loans, LIBOR Floating Rate Loans or Eurocurrency Rate Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be in a principal amount of or a £$1,000,000 or a whole multiple of £500,000 $1,000,000 in excess thereof. Except as provided in Sections 2.03(d2.01(h), 2.04(c) and 2.04(c2.05(c), each Borrowing of, of or conversion to, to Base Rate Committed Loans or Base Rate Term Loans shall be in a principal Dollar Amount amount of $1,000,000 500,000 or a whole multiple of a Dollar Amount of $1,000,000 100,000 in excess thereof. Each Committed Loan Notice, Term A-1 Loan Notice or Term A-2 Loan Notice (in each case, whether telephonic or written) shall specify (i) whether the Borrowers are Company is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans)Committed Borrowing, a Revolving Credit Term A-1 Loan Borrowing, a Term A-2 Loan Borrowing, a conversion of a Tranche of Term Committed Loans, Specified Refinancing Revolving Term A-1 Loans or Revolving Credit Term A-2 Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Committed Loans or XXXXX Eurocurrency Rate Term 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, Term A-1 Loans or Term A-2 Loans to be borrowed, converted or continued, (iv) in the case Type and Tranche of Revolving Credit Committed Loans, whether such Borrowing is to be made under the Dollar Tranche Term A-1 Loans or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Term A-2 Loans to be borrowed or to which existing Tranche of Term Committed Loans, Specified Refinancing Revolving Term A-1 Loans or Revolving Credit Term A-2 Loans are to be converted and converted, (viv) if applicable, the duration of the Interest Period with respect thereto. If, (xvi) with respect to any Term SOFR Committed Loans, the Borrowers fail currency of the Committed Loans to be borrowed and (vii) if applicable, the Designated Borrower. If the Company 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 Company fails to specify a Tranche of a Committed Loan in a Committed Loan Notice, then the Committed Loans so requested shall be deemed to be a request for a Committed Borrowing under the U.S. Dollar Tranche if the request is for a Committed Borrowing in Dollars, the Alternative Currency Tranche if the request is for a Committed Borrowing in an Alternative Currency (other than Mexican Pesos), the Mexican Peso Tranche if the request is for a Committed Borrowing in Mexican Pesos and the Supplemental Tranche if the request is for a Committed Borrowing in a Supplemental Currency. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Term A-1 Loan or Term A-2 Loan in a Committed Term A-1 Loan Notice or Term A-2 Loan Notice or if the Borrowers fail Company fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Committed Loans, Specified Refinancing Revolving Term A-1 Loans or Revolving Credit Term A-2 Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, Committed Loans in their original currency with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) Company requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Committed Loans or XXXXX Eurocurrency Rate Term Loans in any such Committed Loan Notice, Term A-1 Loan Notice or Term A-2 Loan Notice, as applicable, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency is specifiedor in a different Tranche, but instead must be prepaid in the requested Borrowing shall be original currency of such Committed Loan and reborrowed in Dollars. Notwithstanding anything the other currency or reborrowed in another Tranche to the contrary extent permitted herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan. (b) Following receipt of a Committed Loan Notice, Term A-1 Loan Notice or Term A-2 Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the applicable Class and/or Tranche and/or holders of the same Borrowing of Term A-1 Loans or Term A-2 Loans of the amount (and, with respect to Committed Loans, currency) of its ratable share Applicable Percentage of the applicable Tranche of Term Committed Loans, Specified Refinancing Revolving Term A-1 Loans or Revolving Credit Term A-2 Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)Company, the Administrative Agent shall notify each Lender of the applicable Class and/or Tranche and/or holders of the same Borrowing of Term A-1 Loans or Term A-2 Loans of the details of any automatic conversion to Eurocurrency Base Rate Loans, Term SOFR Loans or XXXXX Rate Loanscontinuation of Committed Loans denominated in an Alternative Currency, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Term Borrowing or a Revolving Credit Committed Borrowing, each Appropriate Committed Loan Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 12:00 1:00 p.m. (New York City timeor, in the case of any Borrowing of LIBOR Floating Rate Loans or Base Rate Committed Loans, 2:00 p.m.), in the case of any Committed Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) the Applicable Time specified by the Administrative Agent in the case of any Committed Loan denominated in an Alternative Currency, in each case, case on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in 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 Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable such Borrower on the books of the Administrative Agent Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower)Company; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is given by the Borrower Representative (on behalf of the Borrowers)Company, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, to the payment in full of any such Swing Line Loans, and third, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Committed Loan or a XXXXX Eurocurrency Rate Term Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Committed Loan or XXXXX Eurocurrency Rate Term Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of a Default or an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as as, Eurocurrency Rate Committed Loans (whether in Dollars or any Alternative Currency) or Eurocurrency Rate Term SOFR LoansLoans without the consent of the applicable Class Required Lenders and the applicable Class Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Committed Loans denominated in an Alternative Currency be converted into Base Rate Loans in such Alternative Currency on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Borrowers Company and the Lenders of the applicable Class of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Committed Loans or XXXXX Eurocurrency Rate Term Loans upon determination of such interest rate. The determination of the Eurocurrency RateAt any time that Base Rate Loans are outstanding, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Term Committed Borrowings, all Revolving Credit conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than 20 Interest Periods in effect with respect to Committed Loans. After giving effect to all Term A-1 Loan Borrowings and Term A-2 Loan Borrowings, all conversions of Term A-1 Loans or Revolving Credit Term A-2 Loans from one Type to the other, and all continuations of Term A-1 Loans or Revolving Credit Term A-2 Loans as the same Type, there shall not be more than ten 5 Interest Periods in effecteffect with respect to Term A-1 Loans and 5 Interest Periods in effect with respect to Term A-2 Loans. (f) The failure No later than 1:00 p.m. on the Closing Date, each Term A-1 Lender will make available its Term A-1 Loan in an aggregate principal amount equal to (i) such Term A-1 Lender’s Applicable Term A-1 Loan Percentage multiplied by (ii) the principal amount of any the Term A-1 Loan requested in the manner provided below. No later than 1:00 p.m. on the Closing Date, each Term A-2 Lender will make available its Term A-2 Loan in an aggregate principal amount equal to make (i) such Term A-2 Lender’s Applicable Term A-2 Loan Percentage multiplied by (ii) the principal amount of the Term A-2 Loan to requested in the manner provided below. All such amounts of Term A-1 Loans and Term A-2 Loans will be made available in Dollars and in Same Day Funds at the Administrative Agent’s Office, and, upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent will make available the funds so received available on the Closing Date to the Company in like funds as received by it as part the Administrative Agent either by (i) crediting the account of any Borrowing the Company on the books of the Administrative Agent 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 Company. The terms on which a New Term Lender shall not relieve make available any other Term Loan shall be set forth in the Term Loan Supplement for such other Term Loan. (g) Subject to the terms and conditions set forth herein, each Committed Loan Lender of its obligation, if any, hereunder that is a “Committed Loan Lender” under the Original Credit Agreement severally agrees (i) to make its Loan convert and continue on the date Closing Date such Committed Loan Lenders portion of such Borrowing“Committed Loans” (defined in the Original Credit Agreement) as Committed Loans under this Agreement. Subject to the terms and conditions set forth herein, but no each Term A-1 Lender shall be responsible for that is a “Term Lender” under the failure of any other Lender Original Credit Agreement severally agrees (i) to make the Loan to be made by such other Lender convert and continue on the date Closing Date such Term A-1 Lender’s portion of any Borrowing“Term Loans” (defined in the Original Credit Agreement) as Term A-1 Loans under this Agreement. Subject to the terms and conditions set forth herein, each Term A-2 Lender that is a “2020 Term Lender” under the Original Credit Agreement severally agrees (i) to convert and continue on the Closing Date such Term A-2 Lender’s portion of “2020 Term Loans” (defined in the Original Credit Agreement) as Term A-2 Loans under this Agreement.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) 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 promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice must be in writing and must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) 12:00 Noon (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Eurocurrency Rate Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (vii) one Business Day prior to on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowers wish Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period, ,” the applicable notice from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) five four Business Days prior to the requested date of such BorrowingBorrowing of, conversion to or continuationcontinuation of Eurocurrency Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. (New York City time) 11:00 a.m., three Business Days before the requested date of such BorrowingBorrowing of, conversion to or continuationcontinuation of Eurocurrency Rate Loans, the Administrative Agent shall notify the Borrowers Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be in a minimum principal amount of or a £1,000,000 or a whole multiple of £500,000 in excess thereof. Except as provided in Sections 2.03(d) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a principal Dollar Amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a Dollar Amount minimum principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) the name of the Borrower, (ii) whether the Borrowers are Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type and Class of Loans to be borrowed or continued or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted converted, and (vi) if applicable, the duration of the Interest Period with respect thereto. If, (x) with respect to any Term SOFR Loans, If the Borrowers fail Borrower fails to specify a Type of Loan in a Committed Loan Notice with respect to a Term Borrowing or if the Borrowers fail Borrower fails to give a timely notice requesting a conversion or continuationcontinuation of a Term Borrowing, then the Term SOFR applicable Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any continued as Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, a Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its ratable share of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers), the Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, as described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office not later than 12:00 2:00 p.m. (New York City time), in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) in the case of any Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction or waiver 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 applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of the Administrative Agent Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower Representative (on behalf of the Borrowers), there are Swing Line Loans or 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, second, to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR Eurocurrency Rate Loans if the Administrative Agent has notified the Borrower that the Required Lenders have determined that such a continuation or conversion is not appropriate, and the Required Lenders may require that any or all of the then outstanding Eurocurrency Rate Loans be prepaid or converted into Base Rate Loans. (d) The Administrative Agent shall promptly notify the Borrowers Borrower and the applicable Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten eight (8) Interest Periods in effecteffect with respect to all Loans. (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, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon the Applicable Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice must be in writing and Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) (i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Term SOFR Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) (x) 1:00 p.m. four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars Alternative Currencies, and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (v) one Business Day prior to 1:00 p.m. on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowers wish Applicable Borrower wishes to request Eurocurrency Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (New York City timeA) five four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars or (B) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them; provided, however, the Loan Notice with respect to the initial Borrowings on the Closing Date may be conditioned upon the occurrence of the Merger or any other event as may be reasonably approved by the Administrative Agent. Not later than 10:00 a.m. 2:00 p.m., (New York City time1) three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars or (2) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrowers Applicable 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 a Borrower Representative pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers)such Borrower. Each Borrowing of, conversion to to, or continuation of of, Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be in a principal amount of or a £1,000,000 the Dollar Equivalent of $2,000,000 or a whole multiple of £the Dollar Equivalent of $500,000 in excess thereofthereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal amount thereof then outstanding). Except as provided in Sections 2.03(d2.03(c) and 2.04(c), each Borrowing of, of or conversion to, to Base Rate Loans shall be in a principal amount of the Dollar Amount Equivalent of $1,000,000 500,000 or a whole multiple of a the Dollar Amount Equivalent of $1,000,000 100,000 in excess thereofthereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal amount thereof then outstanding). Each Committed Loan Notice (whether telephonic or written) shall specify (it) the identity of the Applicable Borrower, (u) the applicable Facility and whether the Borrowers are Applicable Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans, (iiv) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iiiw) the principal amount of Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (vx) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and converted, (viy) if applicable, the duration of the Interest Period with respect theretothereto and (z) the currency of the Loans to be borrowed. IfIf the Applicable Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, (x) with respect to any Term SOFR Loans, then the Borrowers fail Loans so requested shall be made in Dollars. If the Applicable Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail Applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, Loans in their original currency with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Applicable Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan. No Loan may be converted into or continued as a Loan denominated in a different currency, Term SOFR but instead must be repaid in the original currency of such Loan or XXXXX Rate Loanand reborrowed in the other currency. (b) Following receipt of a Committed Loan NoticeNotice for any Facility, the Administrative Agent shall promptly notify each applicable Appropriate Lender of the amount (and currency) of its ratable share Applicable Percentage under such Facility of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)Applicable Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Eurocurrency Base Rate Loans, Term SOFR Loans or XXXXX Rate Loanscontinuation of Loans denominated in a currency other than Dollars, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, in each case as described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 p.m. (New York City time), in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) in the case of any Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.02, 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 applicable Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower Representative (on behalf of the Borrowers), there are Swing Line Loans or 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, second, to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR Loans. (d) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in 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.2.02

Borrowings, Conversions and Continuations of Loans. (a) Each Term Revolving Credit Borrowing, each Revolving Credit Term Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or and Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon any Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) 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 promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice must be in writing and Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans to, or continuation of, Term SOFR LIBOR Daily Floating Rate Loans, (ii) (x) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars Alternative Currencies, and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (v) one Business Day prior to on the requested date of any Borrowing of Base Rate Loans or LIBOR Daily Floating Rate Loans; provided, however, that if the Borrowers wish any Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period, ,” the applicable notice from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. a.m. (New York City timei) five four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. 11:00 a.m., (New York City timei) three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrowers applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be in a principal amount of or a £$1,000,000 or a whole multiple of £500,000 $100,000 in excess thereof. Except as provided in Sections 2.03(d2.03(c) and 2.04(c), each Borrowing of, of or conversion to, to Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal Dollar Amount amount of $1,000,000 500,000 or a whole multiple of a Dollar Amount of $1,000,000 100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrowers are applicable Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans)Borrowing, a Multicurrency Revolving Credit Borrowing, a USD Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and converted, (viv) if applicable, the duration of the Interest Period with respect thereto. If, (xvi) with respect to any Term SOFR Loansin the case of a Multicurrency Revolving Credit Borrowing, the Borrowers fail currency of the Loans to be borrowed, and (vii) in the case of a Revolving Credit Borrowing, the applicable Borrower. If the Company fails to specify a currency in a Committed Loan Notice requesting a Multicurrency Revolving Credit Borrowing, then the Multicurrency Revolving Credit Loans so requested shall be made in Dollars. If the Company fails to specify whether a Revolving Credit Borrowing denominated in Dollars is a Multicurrency Revolving Credit Borrowing or a USD Revolving Credit Borrowing, the applicable Revolving Credit Loans shall be allocated first, to the USD Revolving Credit Facility to the full extent of the then unused USD Revolving Credit Commitments and second, to the Multicurrency Revolving Credit Facility to the full extent of the then unused Multicurrency Revolving Credit Commitments. If the Company fails to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail Company fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Multicurrency Revolving Credit Loans denominated in an Alternative Currency, such Multicurrency Revolving Credit Loans shall be continued as Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, Loans in their original currency with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the any Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary contained herein, (x) a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, (y) no Multicurrency Revolving Credit Loan may be converted into or continued as a Multicurrency Revolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of such Multicurrency Revolving Credit Loan and reborrowed in the other currency and (z) no Term SOFR Loan or XXXXX Rate LoanUSD Revolving Credit Loan may be converted into or continued as a Loan denominated in an Alternative Currency. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Appropriate Lender of the amount (and currency) of its ratable share Applicable Percentage of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Base Rate Loans, Term SOFR Loans or XXXXX Rate Loanscontinuation of Multicurrency Revolving Credit Loans denominated in a currency other than Dollars, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, in each case as described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 12:00 p.m. (New York City time)1:00 p.m., in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) the Applicable Time specified by the Administrative Agent in the case of any Multicurrency Revolving Credit Loan denominated in an Alternative Currency, in each case, case on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.024.02 (and, if such Borrowing is the initial Credit Extension on the Closing Date, Section 4.01 and if such Borrowing is a Credit Extension on the Restatement Date, Section 4.03), the Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower Borrowers in like funds as received by the Administrative Agent by the date requested in the Committed Loan Notice either by (i) crediting the account of the applicable such Borrower on the books of the Administrative Agent Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the applicable Borrower); provided, however, that if, on the date the a Committed Loan Notice with respect to such a Revolving Credit Borrowing denominated in Dollars is given by the Borrower Representative (on behalf of the Borrowers)applicable Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be appliedRevolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, to the payment in full of any such Swing Line Loans, and third, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of a Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR LoansEurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Multicurrency Revolving Credit Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be, as determined by the applicable Borrower, 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. For the avoidance of doubt, the Company shall be permitted to set the last day of each Interest Period. (d) The Administrative Agent shall promptly notify the Borrowers Company and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency RateAt any time that Base Rate Loans are outstanding, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effecteffect with respect to the Revolving Credit Facility. (f) The failure of Notwithstanding anything to the contrary in this Agreement, any Lender to make may exchange, continue or rollover all of the Loan to be made by it as part of any Borrowing shall not relieve any other Lender portion of its obligationLoans in connection with any refinancing, if anyextension, hereunder loan modification or similar transaction permitted by the terms of this Agreement, pursuant to make its Loan on a cashless settlement mechanism approved by the date of Company, the Administrative Agent, and 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 BorrowingLender.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Canadian CDOR Rate Loans shall be made upon the applicable Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice must be in writing and Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars and of any conversion of Eurocurrency Rate Loans to Base Rate Loans, (yii) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Canadian CDOR Rate Loans or Canadian Prime Rate Loans, and (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (v) one Business Day prior to on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowers wish a Borrower wishes to request Eurocurrency Rate Loans or Canadian CDOR Rate Loans having an Interest Period other than one, two, three or six of twelve months in duration as provided in the definition of “Interest Period, the applicable notice from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) five Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon ,” the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not them and not later than 10:00 a.m. (New York City time) 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans or Canadian CDOR Rate Loans, the Administrative Agent shall notify the Borrowers applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing ofCanadian CDOR Rate Loans, conversion to or continuation of XXXXX Xxxx Loans as the case may be, shall be in a principal amount of or a £the Dollar Equivalent of $1,000,000 or a whole multiple of £500,000 the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.03(d2.03(c) and 2.04(c2.04(b), each Borrowing of, of or conversion to, to Base Rate Loans shall be in a principal Dollar Amount amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Except as provided in Section 2.03(c), each Borrowing of or conversion to Canadian Prime Rate Loans shall be in a principal amount of CAD1,000,000 or a whole multiple of CAD1,000,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrowers are applicable Borrower is the US Borrower or the Canadian Borrower, (ii) whether the applicable Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans)Borrowing, a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or a continuation of Canadian CDOR Rate Loans, Term SOFR Loans or XXXXX Rate Loansas the case may be, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and converted, (viv) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Loans to be borrowed. IfIf a Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, (x) with respect to any Term SOFR then the Loans so requested shall be made in Dollars in the case of Eurocurrency Rate Loans and Base Rate Loans and Canadian Dollars in the case of Canadian CDOR Rate Loans and Canadian Prime Rate Loans. If an Event of Default has occurred or is continuing, the Borrowers fail a Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail a Borrower fails to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans so requested shall be made as, or converted to, Base Rate Loans or as (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, in the Borrowers fail case of a failure to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made asNotice), or converted to, a Eurocurrency in the case of Loans denominated in Dollars, Base Rate Loan or XXXXX Loans and, in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans, as applicable, with an applicable Interest Period of one month. Any such automatic conversion to Base Rate Loans or continuation pursuant to Canadian Prime Rate Loans, as the immediately preceding sentence case may be, shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans or applicable Canadian CDOR Rate Loans, Term SOFR Loans or XXXXX Rate Loansas the case may be. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the a Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Canadian CDOR Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency is specified, of such Loan and reborrowed in the requested Borrowing shall be in Dollarsother currency. Notwithstanding anything to the contrary contained herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Appropriate Lender of the amount (and currency) of its ratable share Applicable Percentage under the applicable Facility of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)applicable Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Eurocurrency Base Rate Loans, Term SOFR Loans or XXXXX any automatic conversion to Canadian Prime Rate LoansLoans or continuation of Loans denominated in a currency other than Dollars, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, in each case as described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 12:00 p.m. (New York City time)1:00 p.m., in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative CurrencyCanadian Dollars, in each case, case on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in 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 applicable Borrower in like funds as received by the Administrative Agent either either, at the applicable Borrower’s election, by (i) crediting the account of the applicable such Borrower on the books of the Administrative Agent Citibank 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 Representative (on behalf of the applicable Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to such a Revolving Credit Borrowing is given by the Borrower Representative (on behalf of the Borrowers)applicable Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be appliedRevolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, to the payment in full of any such Swing Line Loans, and third, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Canadian CDOR Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX such Canadian CDOR Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewithcase may be. During the existence of an Event of a Default, at the election of the Administrative Agent or the Required Lenders, (i) no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans or Canadian CDOR Rate Loans without the consent of the Required Revolving Lenders (in the case of Revolving Credit Loans) or the Required Term SOFR Lenders (in the case of Term Loans), and (ii) the Required Revolving Lenders (in the case of Revolving Credit Loans) or the Required Term Lenders (in the case of Term Loans) may demand that any or all of the then outstanding Eurocurrency Rate Loans or Canadian CDOR Rate Loans, as the case may be, under the applicable Facility 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 Borrowers applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Canadian CDOR Rate Loans upon determination of such interest rate. The determination of the Eurocurrency RateAt any time that Base Rate Loans or Canadian Prime Rate Loans are outstanding, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive notify each Borrower and the Lenders of any change in Citibank’s prime rate or reference rate, as the absence case may be, used in determining the Base Rate or Canadian Prime Rate, as the case may be, promptly following the public announcement of manifest errorsuch change; provided, that any failure to provide such notice shall not affect the validity of such change. (e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than three Interest Periods in effect in respect of the Term Aggregate Commitments. After giving effect to all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten three Interest Periods in effecteffect in respect of the Revolving Credit Aggregate Commitments. (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, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, a Term SOFR Loans Loan or XXXXX an Alternative Currency Term Rate Loans Loan shall be made upon the applicable Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice must be in writing and Loan Notice must be received by the Administrative Agent not later than 1:00 p.m. (or, solely in respect of Base Rate Loans, 11:00 a.m. a.m.) (New York City time i) in the case of Loans denominated in DollarsTerm SOFR Loans, or London time in the case of any Borrowing denominated in an Alternative Currency) (i) three two Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Term SOFR Loans denominated in Yen or Australian Dollars and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (ivii) in the case of Alternative Currency Loans, 1:00 p.m. three Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Revolving Credit Borrowing or continuation or, in the case of XXXXX Xxxx Loans Alternative Currency Term Rate Loans, any continuation, and (viii) one Business Day prior to on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowers wish applicable Borrower wishes to request Eurocurrency Term SOFR Loans or Alternative Currency Term Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) 1:00 p.m. five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuationcontinuation of Term SOFR Loans or Alternative Currency Term Rate Loans (as applicable), whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. (New York City time) three 11:00 a.m., four Business Days before (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuationcontinuation of Term SOFR Loans or Alternative Currency Term Rate Loans, the Administrative Agent shall notify the Borrowers applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Borrowing of, conversion to or and continuation of Eurocurrency Rate Term SOFR Loans or Term SOFR Alternative Currency Loans shall be in a principal amount of the Dollar Amount Equivalent of $5,000,000 or a whole multiple of a the Dollar Amount Equivalent of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be in a principal amount of or a £1,000,000 or a whole multiple of £500,000 in excess thereof. Except as provided in Sections 2.03(d) and 2.04(c2.03(f), each Borrowing of, of or conversion to, to Base Rate Loans shall be in a principal amount of the Dollar Amount Equivalent of $1,000,000 or a whole multiple of a the Dollar Amount Equivalent of $1,000,000 100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrowers are applicable Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 currency and principal amount of Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and (viv) if applicable, the duration of the Interest Period with respect thereto. IfIf the Company fails to specify a currency in a Loan Notice requesting a Borrowing, (x) with respect to any Term SOFR Loans, then the Borrowers fail Loans so requested shall be made in Dollars. If the applicable Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a Eurocurrency Rate Loan failure to timely request a continuation of Term SOFR Loans or XXXXX Alternative Currency Term Rate Loans, such Loans shall be continued as Term SOFR Loans or Alternative Currency Term Rate Loans (as applicable, ) in their original currency with an applicable Interest Period of one (1) month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the applicable Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 applicable Interest Period of one month. If Except as provided pursuant to Section 2.09 and 2.13(a), no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to into or continued as a Eurocurrency Rate LoanLoan denominated in a different currency, Term SOFR but instead must be repaid in the original currency of such Loan or XXXXX Rate Loanand reborrowed in the other currency. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount and currency of its ratable share Applicable Percentage of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)applicable Borrower, the Administrative Agent shall notify each applicable Lender of the details of any automatic conversion to Eurocurrency Base Rate Loans, Loans or continuation of Term SOFR Loans or XXXXX Alternative Currency Term Rate Loans, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, as Loans described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 p.m. clause (New York City time), in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Timea) in the case of any Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Noticeabove. Each Lender may, at its option, option may make any Loan available to the Parent Borrower by causing any domestic or foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent applicable Borrower to repay such Loan in accordance with the terms of this Agreement. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of Loans denominated in Dollars, and not later than the Applicable Time in the case of any Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is an initial Credit Extension, Section 4.01 or Section 4.02, as applicable), 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 applicable such Borrower on the books of the Administrative Agent Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the such Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is given by the Borrower Representative (on behalf of the Borrowers)such Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Alternative Currency Term Rate Loan, Loan (as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith). During the existence of an Event of a Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, or converted to Alternative Currency Daily Rate Loans or requested as, converted to or continued as Term SOFR Loans or Alternative Currency Term Rate Loans, as applicable, without the consent of the Required Lenders. (d) The Administrative Agent shall promptly notify the Borrowers applicable Borrower and the applicable Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX and Alternative Currency Term Rate Loans upon the determination of such interest rate. The determination of the Eurocurrency Rate, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, Borrowings and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten (or such greater amount as the Company and the Administrative Agent shall agree) Interest Periods in effecteffect with respect to Loans. (f) The failure of Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the 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 Company, the Administrative Agent, and such Lender. (g) With respect to any Alternative Currency Daily Rate, SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the Loan to be made by it as part of any Borrowing shall not relieve contrary herein or in any other Lender of its obligationLoan Document, if any, hereunder to make its Loan on the date of any amendments implementing such Borrowing, but no Lender shall be responsible for the failure Conforming Changes will become effective without any further action or consent of any other Lender party to make this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Loan Administrative Agent shall post each such amendment implementing such Conforming Changes to be made by the Borrower and the Lenders reasonably promptly after such other Lender on the date of any Borrowingamendment becomes effective.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Eurodollar Rate Loans shall be made upon the relevant Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, which may be given by telephone or by using Electronic Systems in accordance with Section 10.02(b). Each such notice must be in writing and must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (New York City time in the case of Loans denominated in Dollarsor, or London time in the case of any Borrowing denominated Borrowings in an Alternative Currency, the Applicable Time) (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans denominated in Dollars or of any conversion of Eurodollar Rate Loans denominated in Dollars to Base Rate Loans to, or continuation of, Term SOFR Loans, ; (ii) three (x3) four Business Days (or five (5) Business Days in the case of a Special Notice Currency), or such later time as the Administrative Agent deems acceptable in its reasonable discretion, prior to the requested date of any Borrowing or continuation of Eurocurrency Eurodollar Rate Loans denominated in Yen or Australian Dollars Alternative Currencies; and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (v) one Business Day prior to on the requested date of any Borrowing of Base Rate Loans; provided, however, provided that if the Borrowers wish relevant Borrower wishes to request Eurocurrency Eurodollar Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (New York City timeor, in the case of any Borrowings in an Alternative Currency, the Applicable Time) five (i) four (4) Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurodollar Rate Loans denominated in Dollars; or (ii) five (5) Business Days (or six (6) Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurodollar Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. 12:00 noon (New York City timeor, in the case of any Borrowings in an Alternative Currency, the Applicable Time) (i) three (3) Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurodollar Rate Loans denominated in Dollars; or (ii) three (3) Business Days (or five (5) Business days in the case of a Special Notice Currency), or such later time as the Administrative Agent deems acceptable in its reasonable discretion, prior to the requested date of such Borrowing, conversion or continuation of Eurodollar Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrowers relevant 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 a Borrower Representative pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers)such Xxxxxxxx. Each Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be in a principal amount of (i) in the case of Eurodollar Rate Loans denominated in Dollars, $5,000,000 or a £whole multiple of $1,000,000 in excess thereof, (ii) in the case of Eurodollar Rate Loans denominated in Euro, €5,000,000 or a whole multiple of €1,000,000 in excess thereof or (iii) in the case of Eurodollar Rate Loans designated in any other Alternative Currency, the applicable Alternative Currency Equivalent of $1,000,000 or a whole multiple of £500,000 the applicable Alternative Currency Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.03(d2.03(c) and 2.04(c), each Borrowing of, of or conversion to, to Base Rate Loans shall be in a principal Dollar Amount amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrowers are such Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans)Borrowing, a U.S. Revolving Credit Borrowing, a Global Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Eurodollar Rate Loans, Term SOFR Loans or XXXXX 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 Loans to be borrowed, converted or continued, ; (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and converted; (viv) if applicable, the duration of the Interest Period with respect thereto; (vi) the currency of the Loans to be borrowed; and (vii) the applicable Borrower. IfIf a Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, (x) with respect to any Term SOFR Loans, then the Borrowers fail Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, a Eurocurrency Rate Loan or XXXXX Base Rate Loans; provided that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as applicable, Eurodollar Rate Loans in their original currency with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Eurodollar Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the a Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency is specified, of such Loan and reborrowed in the requested Borrowing shall be in Dollarsother currency. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Eurodollar Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its ratable share Applicable Percentage under the applicable Facility of the applicable Tranche of Term A-1 Loans, Specified Refinancing Term A-2 Loans, U.S. Revolving Credit Loans or Global Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the relevant Borrower Representative (on behalf of or the Borrowers)Company, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Base Rate Loans, Term SOFR Loans or XXXXX Rate Loanscontinuation of Loans denominated in a currency other than Dollars, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, in each case as described in Section 2.02(a)the preceding clause. In the case of a Term A-1 Borrowing, Term A-2 Borrowing, a U.S. Revolving Credit Borrowing or a Global Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 12:00 p.m. (New York City time)1:00 p.m., in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case, case on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in 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 Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable such Borrower on the books of the Administrative Agent JPMorgan 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 Representative (on behalf of the such Borrower); provided, however, provided that if, on the date the Committed a Loan Notice with respect to such a Revolving Credit Borrowing denominated in Dollars is given by the Borrower Representative (on behalf of the Borrowers)a Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be appliedRevolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, to the payment in full of any such Swing Line Loans, and third, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Eurodollar Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of a Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR LoansEurodollar Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans denominated in an Alternative Currency 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 Borrowers Company, the relevant Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to each Term Borrowing, all conversions of Term BorrowingsLoans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than four (4) Interest Periods in effect in respect of the Term Facilities. After giving effect to all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten sixteen (16) Interest Periods in effecteffect in respect of the Revolving Credit Facility. (f) The failure of Anything in this Section 2.02 to the contrary notwithstanding, no Borrower may select the Eurodollar Rate for the initial Credit Extension unless such Borrower has delivered a eurodollar funding indemnity letter to the Administrative Agent at least three (3) Business Days prior to the initial Credit Extension. (g) Notwithstanding anything to the contrary in this Agreement, any Lender to make may exchange, continue or rollover all of the Loan to be made by it as part of any Borrowing shall not relieve any other Lender portion of its obligationLoans in connection with any refinancing, if anyextension, hereunder loan modification or similar transaction permitted by the terms of this Agreement, pursuant to make its Loan on a cashless settlement mechanism approved by the date of Company, the Administrative Agent, and 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 BorrowingLender.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) 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 City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) (i) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Term SOFR Loans, (ii3) (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Eurodollar Rate Loans denominated in Yen or Australian Dollars and (y) three Business Days prior any conversion of Base Rate Loans to the requested date of any Borrowing or continuation of Eurocurrency Eurodollar Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (vii) one (1) Business Day prior to before the requested date of any Borrowing of Base Rate LoansLoan; provided, however, that if the Borrowers wish Borrower wishes to request Eurocurrency Eurodollar Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) five four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. (New York City time) 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrowers 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 Representative pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers)Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, of or conversion to or continuation of XXXXX Xxxx Base Rate Loans shall be in a principal amount of or a £1,000,000 or a whole multiple of £500,000 in excess thereof. Except as provided in Sections 2.03(d) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a principal Dollar Amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrowers are Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche Class and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and (viv) if applicable, the duration of the Interest Period with respect thereto. If, (x) with respect to any Term SOFR Loans, If the Borrowers fail Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, a Eurocurrency Rate Loan or XXXXX Base Rate Loans, as applicable, with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Eurodollar Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one (1) month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its ratable share Pro Rata Share of the applicable Tranche Class of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Base Rate Loans, Term SOFR Loans or XXXXX Rate Loans, as applicable, with an Interest Period continuation of one month or Base Rate Loans, as applicable, as Loans described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office not later than 12:00 p.m. (New York City time), in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) in the case of any Loan denominated in an Alternative Currency, in each case1:00 p.m., on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.024.02 (and, if such Borrowing is on the Closing Date, Section 4.01), 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 applicable Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower Representative (on behalf of the Borrowers), there are Swing Line Loans or 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, second, to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Eurodollar Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless . Upon the Borrowers pay occurrence and during the amount due under Section 3.06 in connection therewith. During the existence continuation of an Event of Default, at the election of the Administrative Agent or the Required Lenders, Lenders may require by notice to the Borrower that no Loans may be requested as, converted to or continued as Term SOFR Eurodollar Rate Loans. (d) The Administrative Agent shall promptly notify the Borrowers Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate, Term SOFR Reference Eurodollar Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive in the absence of manifest error. At any time when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effecteffect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to a Refinancing Amendment or Extension, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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 Pro Rata Share of such Borrowing, the Administrative Agent may assume that such Lender has made such Pro Rata Share available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower 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 Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Overnight Rate plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate 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 the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be in writing and Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars Alternative Currencies, and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (v) one Business Day prior to on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowers wish Borrower wishes to request Eurocurrency Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City timei) five four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. 11:00 a.m., (New York City timei) three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrowers Borrower (which notice may be by telephone) whether or not the requested Interest Period (other than an Interest Period of one, two, three or six months in duration) has been consented to by all the Appropriate Lenders. Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount amount of $5,000,000 10,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, of or conversion to or continuation of XXXXX Xxxx Base Rate Loans shall be in a principal amount of or a £1,000,000 $2,000,000 or a whole multiple of £500,000 in excess thereof. Except as provided in Sections 2.03(d) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a principal Dollar Amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrowers are Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and converted, (viv) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Loans to be borrowed. IfIf the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, (x) with respect to any Term SOFR Loans, then the Borrowers fail Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, Loans in their original currency with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line No Loan may not be converted to into or continued as a Eurocurrency Rate LoanLoan denominated in a different currency, Term SOFR but instead must be prepaid in the original currency of such Loan or XXXXX Rate Loanand reborrowed in the other currency. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its ratable share Applicable Percentage of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Base Rate Loans, Term SOFR Loans or XXXXX Rate Loanscontinuation of Loans denominated in a currency other than Dollars, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 12:00 p.m. (New York City time)1:00 p.m., in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case, case on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. 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 applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of the Administrative Agent Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower Representative (on behalf of the Borrowers), there are Swing Line Loans or 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, second, to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of a Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR LoansEurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 Borrowers Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency RateAt any time that Base Rate Loans are outstanding, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effecteffect with respect to Loans. (f) The failure of Notwithstanding anything to the contrary in this Agreement, any Lender to make may exchange, continue or rollover all of the Loan to be made by it as part of any Borrowing shall not relieve any other Lender portion of its obligationLoans in connection with any refinancing, if anyextension, hereunder loan modification or similar transaction permitted by the terms of this Agreement, pursuant to make its Loan on a cashless settlement mechanism approved by the date of Borrower, the Administrative Agent, and 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 BorrowingLender.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the otheranother, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon irrevocable notice by the Borrower Representative (on behalf of the Borrowers) Borrowers to the Administrative Agent. Each such notice must be in writing and must be received by the Administrative Agent (and in the case of clause (2)(ii) below, with a copy to each Revolving Credit Lender) not later than 11:00 a.m. (1) in the case of a Term Borrowing, 12:00 p.m. (New York City time in the case of Loans denominated in Dollars, time) (A) three Business Days prior (or London time in the case of any such Borrowing denominated to be made on the Closing Date, one Business Day prior) to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Eurocurrency Rate Loans (which requested date must be a Business Day for the Administrative Agent and Lenders) and (B) one Business Day prior to the requested date of any Borrowing of Base Rate Loans or of any conversion of Eurocurrency Rate Loans to Base Rate Loans and (2) in an Alternative Currencythe case of a Revolving Credit Borrowing, 1:00 p.m. (New York City time) (i) (A) in the case of a Borrowing denominated in Dollars, Euros, Canadian Dollars or Sterling, three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Term SOFR Eurocurrency Rate Loans, (iiB) (x) in the case of a Borrowing denominated in Swiss Francs or Swedish Krona , four Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of of, Eurocurrency Rate Loans and (C) in the case of any Borrowing denominated in Yen or Australian Dollars and (y) three or Japanese Yen, five Business Days prior to the requested date of any Borrowing of, or continuation of of, Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (vii) one Business Day prior to the requested date of any Borrowing denominated in Dollars of Base Rate Loans; provided, however, that if the Borrowers wish to request Loans or of any conversion of Eurocurrency Rate 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 from the Borrower Representative to Base Rate Loans (on behalf of the Borrowers) which requested date must be received by a Business Day for the Administrative Agent not later than 11:00 a.m. (New York City time) five Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. (New York City time) three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrowers whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan NoticeNotice with respect to Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers)a Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be (i) in a principal amount of $1,000,000, or a £1,000,000 or (ii) a whole multiple of £500,000 $1,000,000 in excess thereof. Except as provided in Sections Section 2.03(d) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be (i) in a principal Dollar Amount amount of $1,000,000 1,000,000, or (ii) a whole multiple of a Dollar Amount of $1,000,000 500,000 in excess thereof. Each Borrowing of Initial Term Loans must be requested on the basis that (x) the percentage borne by the aggregate Initial Dollar Term Loans to the aggregate Initial Dollar Term Commitments and (y) the percentage borne by the aggregate Initial Euro Term Loans to the aggregate Initial Euro Term Commitments must be equal. Each Committed Loan Notice shall specify (i) the identity of the Borrower (or Borrowers) requesting the Credit Extension, (ii) whether the Borrowers (or the applicable Borrower) are requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans)Borrowing, a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the otheranother, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX CDOR Rate 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and (vi) if applicable, the duration of the Interest Period with respect thereto. If, (x) with respect to any Term SOFR Loans, the Borrowers fail to specify a Type of Loan Loans denominated in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loansan Alternative Currency, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans Loans, or Revolving Credit Loans shall be made as, or converted to, a Eurocurrency Rate Loans (or, in the case of Loan or XXXXX denominated in Canadian Dollars, CDOR Rate Loans, as applicable, ) with an applicable Interest Period of one 1 month. If, with respect to any Loans denominated in Dollars, the Borrowers (or the applicable Borrower) fail to specify a Type of Loan in a Committed Loan Notice, or if the Borrowers (or the applicable Borrower) fail to give a timely notice requesting a conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, then such Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the a Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its ratable share of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers), the Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, as described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 p.m. (New York City time) (or 2:00 p.m. (New York City time), in the case of any Loan Base Rate Loans) in the case of Loans denominated in Dollars, and not later than 10:00 a.m. (Local Time) the Applicable Time specified by the Administrative Agent in the case of any Revolving Credit Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower Borrowers (or the applicable Borrower) by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower Borrowers to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.024.02 (or, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrowers (or the applicable Borrower Borrower) in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrowers (or the applicable Borrower Borrower) on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative Borrowers (on behalf of or the applicable Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower Representative (on behalf of the Borrowers), there are Swing Line Loans or 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 payment in full of any such Swing Line Loans, and third, to the applicable Borrower Borrowers as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR Eurocurrency Rate Loans. (d) The Administrative Agent shall promptly notify the Borrowers and the applicable Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the otheranother, and all continuations of Term Loans or Revolving Credit Loans as of the same Type, there shall not be more than ten Interest Periods in 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, which for the avoidance of doubt does not limit such Lender’s obligations under Section 2.17.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Loan Borrowing, each Revolving Credit Borrowing, each Revolving Euro Tranche Borrowing, each Revolving Yen Tranche Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon the applicable Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, which may be given by: (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice must be in writing and must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) (i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Loans denominated in Dollars or of any conversion of Eurocurrency Loans denominated in Dollars to Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) 1:00 p.m. four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of, conversion to or continuation of Revolving Credit Loans that are Eurocurrency Rate Loans denominated in Yen or Australian Dollars and Alternative Currencies, (yiii) 10:00 a.m. (London time) three Business Days prior to the requested date of any Borrowing of or continuation of Eurocurrency Rate Revolving Euro Tranche Loans, (iiiiv) 10:00 a.m. (Hong Kong time) three Business Days prior to the requested date of any conversion Borrowing of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Revolving Yen Tranche Loans and (v) 12:00 noon one Business Day prior to the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowers wish applicable Borrower wishes to request Eurocurrency Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City timei) five 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Loans denominated in Dollars, (ii) 1:00 p.m. five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Revolving Credit Loans that are Eurocurrency Loans denominated in Alternative Currencies, (iii) 10:00 a.m. (London time) four Business Days prior to the requested date of such Borrowing or continuation of Revolving Euro Tranche Loans or (iv) 10:00 a.m. (Hong Kong time) four Business Days prior to the requested date of such Borrowing or continuation of Revolving Yen Tranche Loans, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. (New York City timei) 1:00 p.m. three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Loans denominated in Dollars, (ii) 1:00 p.m. four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Revolving Credit Loans that are Eurocurrency Loans denominated in Alternative Currencies, (iii) 10:00 a.m. (London time) three Business Days prior to the requested date of such Borrowing or continuation of Revolving Euro Tranche Loans or (iv) 10:00 a.m. (Hong Kong time) three Business Days prior to the requested date of such Borrowing or continuation of Revolving Yen Tranche Loans, the Administrative Agent shall notify the Borrowers applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount an amount not less than the Minimum Principal Amount. Except as provided in subsection 3.1(c) and subsection 2.4(c), each Borrowing of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Base Rate Loans shall be in a principal amount of or a £1,000,000 or a whole multiple of £500,000 in excess thereof. Except as provided in Sections 2.03(d) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a principal Dollar Amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrowers are applicable Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans)A Loan Borrowing, a Revolving Credit Borrowing, a Revolving Euro Tranche Borrowing, a Revolving Yen Tranche Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving A Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and converted, (viv) if applicable, the duration of the Interest Period with respect thereto. If, (xvi) with respect to any Term SOFR Loansif applicable, the Borrowers fail currency of the Loans to be borrowed and (vii) if applicable, the applicable Borrower requesting such Borrowing, continuation or conversion. If a Borrower fails to specify a currency in a Loan Notice requesting a Revolving Credit Borrowing or a Revolving Euro Tranche Borrowing, then the Loans so requested shall be made in Dollars, in the case of Revolving Credit Borrowing, or in Euro, in the case of a Revolving Euro Tranche Borrowing. If a Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term A Loans, Specified Refinancing Revolving Credit Loans, Revolving Euro Tranche Loans or Revolving Credit Yen Tranche Loans shall be made or continued as, or converted to, a Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, Loans in their original currencies with an applicable Interest Period of one month. Any such automatic conversion to, or automatic continuation pursuant to the immediately preceding sentence as, Eurocurrency Loans with an Interest Period of one month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the a Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line No Revolving Credit Loan or Revolving Euro Tranche Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan into or XXXXX Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its ratable share of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers), the Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans, continued as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, as described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 p.m. (New York City time), in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) in the case of any Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.02, 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 applicable Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower Representative (on behalf of the Borrowers), there are Swing Line Loans or 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, second, to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Revolving Euro Tranche Loan, as applicablethe case may be, unless denominated in a different currency, but instead must be repaid in the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR Loans. (d) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination original currency of such interest rate. The determination of the Eurocurrency Rate, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive Loan and reborrowed in the absence of manifest errorother currency. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in 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.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon each Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) 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 City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars Alternative Currencies, and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (v) one Business Day prior to on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowers wish Company wishes to request Eurocurrency Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. a.m. (New York City timeA) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (B) five Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. 11:00 a.m., (New York City timex) three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (y) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrowers Company (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 Representative Company pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers)Company. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be in a principal amount of or a £$1,000,000 or a whole multiple of £500,000 $100,000 in excess thereof. Except as provided in Sections 2.03(d2.03(c) and 2.04(c), each Borrowing of, of or conversion to, to Base Rate Loans shall be in a principal Dollar Amount amount of $1,000,000 100,000 or a whole multiple of a Dollar Amount of $1,000,000 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrowers are Company is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and converted, (viv) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Loans to be borrowed. IfIf the Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, (x) with respect to any Term SOFR Loans, then the Borrowers fail Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail Company fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, Loans in their original currency with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) Company requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency is specified, of such Loan and reborrowed in the requested Borrowing shall be in Dollarsother currency. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its ratable share Applicable Percentage under the applicable Facility of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)Company, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Base Rate Loans, Term SOFR Loans or XXXXX Rate Loanscontinuation of Loans denominated in a currency other than Dollars, as applicable, with an Interest Period of one month or Base Rate Loans, as applicablein each case, as described in Section 2.02(a2.02(c). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 12:00 p.m. (New York City time)1:00 p.m., in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Notice. Each Lender mayNotice or, at its optionas Loans to be made on the Closing Date, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this the Senior Loan Escrow Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.024.04 with respect to any Borrowing other than a release of funds from the Senior Loan Escrow Account (and, if such Borrowing is the initial Credit Extension into the Senior Loan Escrow Account, Section 4.02 and, if such Borrowing is the release of funds from the Senior Loan Escrow Account, Section 4.03), the Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable such Borrower on the books of the Administrative Agent Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower)Company; provided, however, that if, on the date the Committed Loan Notice with respect to such a Revolving Credit Borrowing is given by the Borrower Representative (on behalf of the Borrowers)Company, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be appliedRevolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, to the payment in full of any such Swing Line Loans, and third, shall be made available to the applicable Borrower as provided above; provided, further that all funds so received under the Term Loans or Revolving Loans in connection with the initial Credit Extension shall be funded only into the Senior Loan Escrow Account and shall not be made available to the Company or Amerigon Germany, as applicable, until the Funding Release Date in accordance with Section 4.03. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of a Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR LoansEurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 Borrowers Company and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency RateAt any time that Base Rate Loans are outstanding, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten eight Interest Periods in effecteffect with respect to Loans. (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, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each Delayed Draw Term Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Eurodollar Rate Loans shall be made upon the Borrowers’ irrevocable notice written Borrowing Notice, appropriately completed and signed by the Borrower Representative (on behalf a Responsible Officer of the Borrowers) , to the Administrative Agent. Each such notice must be in writing and must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) (i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Eurodollar Rate Loans denominated in Yen or Australian Dollars and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Eurodollar Rate Loans to Alternate Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (vii) one Business Day prior to 11:00 a.m. on the requested date of any Borrowing of Alternate Base Rate Loans; provided, however, that if the Borrowers wish to request Eurocurrency Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period, ,” (x) the applicable notice from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) 1:00 p.m., five Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation having an Interest Period other than one, two, three or six months in duration, whereupon the Administrative Agent shall give prompt notice to the Appropriate applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not them and (y) not later than 10:00 a.m. (New York City time) 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrowers whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each Notwithstanding the foregoing, for the Term Borrowings and Revolving Credit Borrowing (if any) on the Initial Closing Date or the Delayed Draw Closing Date, whether a Eurodollar Rate Loan or Alternate Base Rate Loan, the Borrowers shall deliver notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in not later than 1:00 p.m. one Business Day prior to the form of a written Committed Initial Closing Date or the Delayed Draw Term Loan NoticeClosing Date, appropriately completed and signed by a Responsible Officer of as applicable (or such shorter period as the Borrower Representative (on behalf of the BorrowersAdministrative Agent may agree). Each Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be in a principal amount of or a £$1,000,000 or a whole multiple of £500,000 $1,000,000 in excess thereof. Except as provided in Sections 2.03(d) and 2.04(cSection 2.03(f), each Borrowing of, of or conversion to, to Alternate Base Rate Loans shall be in a principal Dollar Amount amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 500,000 in excess thereof. Each Committed Loan Borrowing Notice shall specify (i) whether the Borrowers are requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans)Borrowing, a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and converted, (viv) if applicable, the duration of the Interest Period with respect theretothereto and (vi) remittance instructions. If, (x) with respect to any Term SOFR Loans, If the Borrowers fail to specify a Type of Loan in a Committed Loan Borrowing Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, a Eurocurrency Rate Loan or XXXXX Alternate Base Rate Loans, as applicable, with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Alternate Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Eurodollar Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests Borrowers request a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Eurodollar Rate Loans in any such Committed Loan Borrowing Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan. (b) Following receipt of a Committed Loan Borrowing Notice, the Administrative Agent shall promptly notify each applicable Lender in writing or by facsimile, email or other electronic communication of the amount of its ratable share Applicable Percentage of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers), the Administrative Agent shall notify each Lender in writing or by facsimile, email or other electronic communication of the details of any automatic conversion to Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans, as applicable, with an Interest Period of one month or Alternate Base Rate Loans, as applicable, as Loans described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 2:00 p.m. (New York City time), in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) in the case of any Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Borrowing Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.03 (or, if such Borrowing is to be made (i) on the Initial Closing Date, Section 4.01 or (ii) on the Delayed Draw Closing Date, Section 4.02), the Administrative Agent shall make all funds so received available to the applicable Borrower Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such fundsfunds to an account designated by the Borrowers in writing, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower)Borrowers; provided, however, that if, on the date the Committed Loan Borrowing Notice with respect to such any Revolving Credit Borrowing is given by the Borrower Representative (on behalf of the Borrowers), there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such L/C BorrowingsBorrowings and, second, shall be made available to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower Borrowers as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Eurodollar Rate Loan may be continued upon the expiration of any applicable Interest Period or converted only on the last day of an Interest Period for such Eurocurrency Eurodollar Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR LoansEurodollar Rate Loans without the consent of the Required Lenders. During the existence of a Default that is not an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, unless converted to or continued as Eurodollar Rate Loans with Interest Periods of one month. (d) The Administrative Agent shall promptly notify the Borrowers and the Lenders (in writing or by facsimile, email or other electronic communication) of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all the Term BorrowingsBorrowing, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in 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) Anything in this Section 2.02 to the contrary notwithstanding, the Borrowers may not select Eurodollar Rate for the initial Credit Extension hereunder (unless the Borrowers have executed and delivered to the Administrative Agent a Eurodollar Rate indemnity letter in form and substance reasonably satisfactory to the Administrative Agent) or for any Borrowing if the obligation of the Appropriate Lenders to make Eurodollar Rate Loans shall then be suspended pursuant to Section 3.02 or 3.03. (h) Notwithstanding anything to the contrary herein, on the Delayed Draw Closing Date and immediately after giving effect to the Delayed Draw Term Borrowing, all Delayed Draw Term Loans advanced on such date shall be automatically (and without further action) proportionately added to (and thereafter be deemed to constitute a part of) each then existing Borrowing of the Term Loans (it being understood that each Delayed Draw Term Loan so added to a Borrowing of Initial Term Loans shall for all purposes bear interest at the rate otherwise applicable to the Borrowing of Term Loans to which such amounts were added but only from and after such date, and provided that the Interest Period applicable to the portion of such Delayed Draw Term Loan so added shall be deemed to commence on the date of the Borrowing of such Delayed Draw Term Loan and shall end upon the expiration of the Interest Period then applicable to the Borrowing of Term Loans to which such portion of the Delayed Draw Term Loan was added.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Revolving Borrowing, each Revolving Credit Term A-1 Loan Borrowing and each Term A-2 Loan Borrowing, each conversion of Term Revolving Loans, Specified Refinancing Revolving Term A-1 Loans or Revolving Credit Term A-2 Loans from one Type to the other, and each continuation of Term SOFR Revolving Loans, Eurocurrency Rate Loans, Revolving Loans or Term SOFR Loans or XXXXX Rate Term Loans shall be made upon the Company’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, which may be given by: (i) telephone or (ii) a Revolving Loan Notice, a Term A-1 Loan Notice or a Term A-2 Loan Notice, as applicable; provided, that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Revolving Loan Notice, a Term A-1 Loan Notice or a Term A-2 Loan Notice, as applicable. Each such notice must be in writing and Revolving Loan Notice, Term A-1 Loan Notice or Term A-2 Loan Notice, as applicable, must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) (i) three 1:00 p.m. two Business Days prior to the requested date of any (A) Borrowing of, conversion to, conversion of or continuation of Term SOFR Revolving Loans or of Term SOFR Term Loans or (B) conversion of Daily Simple SOFR Loans, Base Rate Revolving Loans to, or continuation of, Base Rate Term SOFR Loans, (ii) 11:00 a.m. three Business Days (x) or four Business Days in the case of Australian Dollars or Mexican Pesos and four, five or six Business Days in the case of any other Special Notice Currency, as determined by the Administrative Agent and specified to the Company) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Revolving Loans denominated in Yen or Australian Dollars Alternative Currencies and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (v) one Business Day prior to 1:00 p.m. on the requested date of any Borrowing of Base Rate Revolving Loans, Daily Simple SOFR Loans or Base Rate Term Loans; provided, however, that if in the Borrowers wish event the Company wishes to request Eurocurrency Rate Loans having an any Interest Period other than onethat, two, three or six months in duration as provided in pursuant to the definition of “Interest Period,” would require the approval of any Lender, then the applicable notice from the Borrower Representative periods set forth in clauses (on behalf of the Borrowersi) must through (iii) above shall be received extended by the Administrative Agent not one additional Business Day. Not later than 11:00 a.m. (New York City Eastern time) five ), four Business Days prior to the requested date of such BorrowingBorrowing or continuation of Alternative Term Rate Loans, conversion or continuation, whereupon the Administrative Agent shall give prompt notify the Borrower (which notice to the Appropriate Lenders of such request and determine may be by telephone) whether or not the requested Interest Period is acceptable has been consented to by all of themthe Lenders. Not later than 10:00 a.m. 11:00 a.m., (New York City timei) three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Term SOFR Revolving Loans or Term SOFR Term Loans, or (ii) three Business Days (or four Business Days in the case of Australian Dollars or Mexican Pesos and four or five Business Days in the case of any other Special Notice Currency, as determined by the Administrative Agent and specified to the Company) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Revolving Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrowers Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders of such Tranche (or in the case of Term SOFR Term Loans of the same Borrowing, the Term A-1 Lenders or the Term A-2 Lenders, as applicable, holding such Loans). Each telephonic notice by the Borrower Representative Company pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Revolving Loan Notice, Term A-1 Loan Notice or a Term A-2 Loan Notice, as applicable, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the BorrowersCompany. Except as provided in Section 2.01(h). Each , each Borrowing of, conversion to or continuation of Term SOFR Revolving Loans, Eurocurrency Rate Revolving Loans, Daily Simple SOFR Loans or Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Term Loans shall be in a principal amount of or a £$1,000,000 or a whole multiple of £500,000 $1,000,000 in excess thereof. Except as provided in Sections 2.03(d2.01(h), 2.04(c) and 2.04(c2.05(c), each Borrowing of, of or conversion to, to Base Rate Revolving Loans or Base Rate Term Loans shall be in a principal Dollar Amount amount of $1,000,000 500,000 or a whole multiple of a Dollar Amount of $1,000,000 100,000 in excess thereof. Each Committed Revolving Loan Notice, Term A-1 Loan Notice or Term A-2 Loan Notice (in each case, whether telephonic or written) shall specify (i) whether the Borrowers are Company is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans)Revolving Borrowing, a Revolving Credit Term A-1 Loan Borrowing, a Term A-2 Loan Borrowing, a conversion of a Tranche of Term Revolving Loans, Specified Refinancing Revolving Term A-1 Loans or Revolving Credit Term A-2 Loans from one Type to the other, or a continuation of Term SOFR Revolving Loans, Eurocurrency Rate Loans, Revolving Loans or Term SOFR Loans or XXXXX Rate Term 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 Revolving Loans, Term A-1 Loans or Term A-2 Loans to be borrowed, converted or continued, (iv) in the case Type and Tranche of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche Term A-1 Loans or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Term A-2 Loans to be borrowed or to which existing Tranche of Term Revolving Loans, Specified Refinancing Revolving Term A-1 Loans or Revolving Credit Term A-2 Loans are to be converted and converted, (viv) if applicable, the duration of the Interest Period with respect thereto. If, (xvi) with respect to any Term SOFR Revolving Loans, the Borrowers fail currency of the Revolving Loans to be borrowed and (vii) if applicable, the Designated Borrower. If the Company fails to specify a currency in a Revolving Loan Notice requesting a Borrowing, then the Revolving Loans so requested shall be made in Dollars. If the Company fails to specify a Tranche of a Revolving Loan in a Revolving Loan Notice, then the Revolving Loans so requested shall be deemed to be a request for a Revolving Borrowing under the U.S. Dollar Tranche if the request is for a Revolving Borrowing in Dollars, the Alternative Currency Tranche if the request is for a Revolving Borrowing in an Alternative Currency (other than Mexican Pesos), the Mexican Peso Tranche if the request is for a Revolving Borrowing in Mexican Pesos and the Supplemental Tranche if the request is for a Revolving Borrowing in a Supplemental Currency. If the Company fails to specify a Type of Revolving Loan in a Committed Revolving Loan Notice or a Type of Term A-1 Loan or Term A-2 Loan in a Term A-1 Loan Notice or Term A-2 Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail Company fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Revolving Loans, Specified Refinancing Revolving Term A-1 Loans or Revolving Credit Term A-2 Loans shall be made as, or converted to, 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 Revolving Loans denominated in an Alternative Currency (other than Sterling), such Loans shall be continued as Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, Revolving Loans in their original currency with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans or Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Trancheapplicable. If the Borrower Representative (on behalf of the Borrowers) Company requests a Borrowing of, conversion to, or continuation of Term SOFR Revolving Loans, Eurocurrency Rate Loans, Revolving Loans or Term SOFR Loans or XXXXX Rate Term Loans in any such Committed Revolving Loan Notice, Term A-1 Loan Notice or Term A-2 Loan Notice, as applicable, but fails to specify an Interest PeriodPeriod (if applicable), it will be deemed to have specified an applicable Interest Period of one month. If no No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency is specifiedor in a different Tranche, but instead must be prepaid in the requested Borrowing shall be original currency of such Revolving Loan and reborrowed in Dollars. Notwithstanding anything the other currency or reborrowed in another Tranche to the contrary extent permitted herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan. (b) Following receipt of a Committed Revolving Loan Notice, Term A-1 Loan Notice or Term A-2 Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the applicable Class and/or Tranche and/or holders of the same Borrowing of Term A-1 Loans or Term A-2 Loans of the amount (and, with respect to Revolving Loans, currency) of its ratable share Applicable Percentage of the applicable Tranche of Term Revolving Loans, Specified Refinancing Revolving Term A-1 Loans or Revolving Credit Term A-2 Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)Company, the Administrative Agent shall notify each Lender of the applicable Class and/or Tranche and/or holders of the same Borrowing of Term A-1 Loans or Term A-2 Loans of the details of any automatic conversion to Eurocurrency Base Rate Loans, Term SOFR Loans or XXXXX Rate Loanscontinuation of Revolving Loans denominated in an Alternative Currency, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Revolving Loan Lender shall make the amount of its Revolving Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 12:00 p.m. (New York City time)1:00 p.m., in the case of any Revolving Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) the Applicable Time specified by the Administrative Agent in the case of any Revolving Loan denominated in an Alternative Currency, in each case, case on the Business Day specified in the applicable Committed Revolving Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in 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 Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable such Borrower on the books of the Administrative Agent Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower)Company; provided, however, that if, on the date the Committed Revolving Loan Notice with respect to such Borrowing denominated in Dollars is given by the Borrower Representative (on behalf of the Borrowers)Company, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, to the payment in full of any such Swing Line Loans, and third, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Term SOFR Revolving Loan, Eurocurrency Rate Loan, Revolving Loan or Term SOFR Loan or a XXXXX Rate Term Loan may be continued or converted only on the last day of an Interest Period for such Term SOFR Revolving Loan, Eurocurrency Rate Loan, Revolving Loan or Term SOFR Loan or XXXXX Rate Term Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of a Default or an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as as, Term SOFR Revolving Loans, Eurocurrency Rate Revolving Loans or Term SOFR Term Loans without the consent of the applicable Class Required Lenders, and the applicable Class Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Revolving Loans be converted into Base Rate Loans on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Borrowers Company and the Lenders of the applicable Class of the interest rate applicable to any Interest Period for Term SOFR Revolving Loans, Eurocurrency Rate Loans, Revolving Loans or Term SOFR Loans or XXXXX Rate Term Loans upon determination of such interest rate. The determination of the Eurocurrency RateAt any time that Base Rate Loans are outstanding, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Term Revolving Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than 20 Interest Periods in effect with respect to Revolving Loans. After giving effect to all Term A-1 Loan Borrowings and Term A-2 Loan Borrowings, all conversions of Term A-1 Loans or Revolving Credit Term A-2 Loans from one Type to the other, and all continuations of Term A-1 Loans or Revolving Credit Term A-2 Loans as the same Type, there shall not be more than ten 5 Interest Periods in effecteffect with respect to Term A-1 Loans and5 Interest Periods in effect with respect to Term A-2 Loans. (f) The failure No later than 1:00 p.m. on the Closing Date, each Term A-1 Lender will make available (or convert or continue pursuant to Section 2.02(g)) its Term A-1 Loan in an aggregate principal amount equal to (i) such Term A-1 Lender’s Applicable Term A-1 Loan Percentage multiplied by (ii) the principal amount of any the Term A-1 Loan requested in the manner provided below. No later than 1:00 p.m. on the Closing Date, each Term A-2 Lender will make available (or convert or continue pursuant to make Section 2.02(g)) its Term A-2 Loan in an aggregate principal amount equal to (i) such Term A-2 Lender’s Applicable Term A-2 Loan Percentage multiplied by (ii) the principal amount of the Term A-2 Loan to requested in the manner provided below. All such amounts of Term A-1 Loans and Term A-2 Loans will be made available in Dollars and in Same Day Funds at the Administrative Agent’s Office, and, upon satisfaction of the applicable conditions set forth in Section 4.01 and Section 4.02, the Administrative Agent will make available the funds so received available on the Closing Date to the Company in like funds as received by it as part the Administrative Agent either by (i) crediting the account of any Borrowing the Company on the books of the Administrative Agent 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 Company. The terms on which a New Term Lender shall not relieve make available any other Term Loan shall be set forth in the Term Loan Supplement for such other Term Loan. (g) Subject to the terms and conditions set forth herein, each Revolving Loan Lender of its obligation, if any, hereunder that is a “Revolving Loan Lender” under the Original Credit Agreement severally agrees to make its Loan convert and continue on the date Closing Date such Revolving Loan Lenders portion of such Borrowing“Revolving Loans” (defined in the Original Credit Agreement) as Revolving Loans under this Agreement. Subject to the terms and conditions set forth herein, but no each Term A-1 Lender shall be responsible for that is a “Term Lender” under the failure of any other Lender Original Credit Agreement severally agrees to make the Loan to be made by such other Lender convert and continue on the date Closing Date such Term A-1 Lender’s portion of any Borrowing“Term A-1 Loans” (defined in the Original Credit Agreement) as Term A-1 Loans under this Agreement. Subject to the terms and conditions set forth herein, each Term A-2 Lender that is a “Term A-2 Lender” under the Original Credit Agreement severally agrees to convert and continue on the Closing Date such Term A-2 Lender’s portion of “Term A-2 Loans” (defined in the Original Credit Agreement) as Term A-2 Loans under this Agreement.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) 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 promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice must be in writing and must be received by the Administrative Agent not later than 1:00 p.m. (or 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currencywith respect to Canadian Index Rate Loans) (i) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen Dollars or Australian of any conversion of Eurocurrency Rate Loans denominated in Dollars and to Base Rate Loans, (yii) three Business Days prior to the requested date of any Eurocurrency Rate Loans denominated in Canadian Dollars or a continuation of Loans denominated in Canadian Dollars (or two Business Days with respect to any Borrowing or continuation of Eurocurrency Rate LoansLoans denominated in Canadian Dollars on the Closing Date), and (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (v) one Business Day prior to on the requested date of any Borrowing of Base Rate Loans or Canadian Index Rate Loans; provided, however, provided that if the Borrowers wish applicable Borrower wishes to request Eurocurrency Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (New York City timei) five four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders continuation of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. Eurocurrency Rate Loans denominated in Dollars or (New York City timeii) five Business Days (i) three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars or (ii) four Business Days before the requested date of such Borrowing or continuation of Eurocurrency Rate Loans denominated in Canadian Dollars, the Administrative Agent shall notify the Borrowers applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be in a principal amount of $5,000,000 or a £1,000,000 CAD$5,000,000 with respect to CAD Term Loans and CAD Revolving Credit Loans or a whole multiple of £500,000 $1,000,000 or CAD$1,000,000 with respect to CAD Term Loans and CAD Revolving Credit Loans in excess thereof. Except as provided in Sections 2.03(d2.03(c) and 2.04(c), each Borrowing of, of or conversion to, to Base Rate Loans and Canadian Index Rate Loans shall be in a principal Dollar Amount amount of $1,000,000 500,000 or CAD$500,000, as applicable, or a whole multiple of a Dollar Amount of $1,000,000 100,000 or CAD$100,000, as applicable, in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrowers are applicable Borrower is requesting a Term Borrowing (and whether such A Borrowing, a CAD Term Borrowing is Borrowing, a Borrowing of Term B Loans)CAD Revolving Credit Borrowing, a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the otherother (in the case of Loans denominated in Dollars), or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans (other than CAD Loans, Specified Refinancing Revolving Loans ) or Revolving Credit Loans are to be converted converted, and (viv) if applicable, the duration of the Interest Period with respect thereto. If, (x) with respect to any Term SOFR Loans, If the Borrowers fail Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, a Eurocurrency to Base Rate Loan Loans if denominated in Dollars or XXXXX Canadian Index Rate Loans, as applicable, with an applicable Interest Period of one monthLoans if denominated in Canadian Dollars. Any such automatic conversion to Base Rate Loans or automatic continuation pursuant to the immediately preceding sentence of CAD Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency in the case of CAD Loans) of its ratable share Applicable Percentage under the applicable Facility of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Base Rate Loans or continuation of CAD Loans, Term SOFR Loans or XXXXX Rate Loans, as applicable, with an Interest Period of one month or Base Rate Loans, as applicablein each case, as described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 12:00 (i) 1:00 p.m. (New York City time), in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) in the case of any Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make Notice for Borrowing of any Term Loan available or Revolving Credit Loan requested in a Committed Loan Notice that was received prior to the Parent Borrower by causing Business Day specified for such Borrowing in the applicable Committed Loan Notice and (ii) 3:00 p.m. in the case of any foreign Borrowing of a Term Loan or domestic branch or Affiliate of such Lender to make such Loan; provided Revolving Credit Loan requested in a Committed Loan Notice that any exercise of such option shall not affect was received on the obligation of same Business Day as the Parent Borrower to repay such Business Day specified for Borrowing in the applicable Committed Loan in accordance with the terms of this AgreementNotice. Upon satisfaction of the applicable conditions set forth in 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 applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of the Administrative Agent Xxxxx Fargo 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 Representative (on behalf of the Borrower); provided, however, that if, on the date the a Committed Loan Notice with respect to such a Revolving Credit Borrowing is given by the Borrower Representative (on behalf of the Borrowers)Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be appliedRevolving 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 payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of a Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR LoansEurocurrency Rate Loans without the consent of the Required Lenders; provided that CAD Loans may be continued as a Eurocurrency Rate Loan with an Interest Period of one month. (d) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency RateAt any time that Base Rate Loans are outstanding, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive notify the Borrower and the Lenders of any change in Xxxxx Fargo’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than (i) five Interest Periods in effect in respect of the Term A Facility or (ii) five Interest Periods in effect in respect of the CAD Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten five Interest Periods in effecteffect in respect of the Revolving Credit Facility. (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, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent. Each such notice must be in writing and must be received by the Administrative Agent not later than, other than in the case of the Borrowing of Initial Term Loans on the Closing Date, (i) 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currencytime) (ix) three (3) Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Eurodollar Rate Loans, (iii) three Business Days prior to the requested date or of any conversion of Term SOFR Eurodollar Rate Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (vy) one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowers wish Borrower wishes to request Eurocurrency Eurodollar Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) five (5) Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not them and not later than 10:00 a.m. (New York City time) three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrowers Borrower whether or not the requested Interest Period has been consented to by all the Appropriate LendersLenders and (ii) solely in the case of the Borrowing of Initial Term Loans on the Closing Date, 10:00 a.m. (New York City time) on the Closing Date. Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered by 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 Representative (on behalf of the Borrowers)Borrower. Each Borrowing of, conversion to to, or continuation of Eurocurrency of, Eurodollar Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount amount of $5,000,000 3,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be in a principal amount of or a £1,000,000 or a whole multiple of £500,000 in excess thereof. Except as provided in Sections 2.03(d) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a principal Dollar Amount amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrowers are Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and (vi) if applicable, the duration of the Interest Period with respect thereto. If, (x) with respect to any Term SOFR Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, a Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its ratable share of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers), the Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, as described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 p.m. (New York City time), in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) in the case of any Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.02, 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 applicable Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower Representative (on behalf of the Borrowers), there are Swing Line Loans or 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, second, to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR Loans. (d) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in 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.,

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans of a given Class from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX and CDOR Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative AgentAgent (provided that, subject to Section 3.05, the notice in respect of the initial Borrowings on the Closing Date, or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, or in connection with any Borrowing or Extension, as applicable, under an Incremental Amendment, Refinancing Amendment, amendment in respect of Replacement Term Loans or Extension Amendment, may be conditioned on, with respect to the funding of the initial Borrowing under this Agreement, the closing of the Transaction or, with respect to any future Borrowing under this Agreement, such Permitted Acquisition or other acquisition or any such Borrowing or Extension under an Incremental Amendment, Refinancing Amendment, amendment in respect of Replacement Term Loans or Extension Amendment, as applicable), 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 City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currencytime) (i) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Term SOFR Loans, (ii3) (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen and CDOR Rate Loans or Australian Dollars and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Base Rate Loans to Base Eurocurrency Rate Loans, (iv) five Business Days prior Loans or Canadian Prime Rate Loans to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx CDOR Rate Loans and (vii) one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans or Canadian Prime Rate Loans or conversion of any Eurocurrency Rate Loans to Base Rate Loans or CDOR Rate Loans to Canadian Prime Rate Loans; provided, however, that if the Borrowers wish Borrower wishes to request Eurocurrency Eurodollar Rate Loans or CDOR Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) five four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. (New York City time) 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrowers 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 Representative pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers)Borrower. Each Except as provided in Sections 2.14 and 2.15, each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx and CDOR Rate Loans shall be in a principal amount of or a £$1,000,000 or a whole multiple of £500,000 $100,000 in excess thereof, or C$1,000,000 or a whole multiple of C$100,000 in excess thereof, as applicable. Except as provided in Sections 2.03(d) 2.14 and 2.04(c)2.15, each Borrowing of, of or conversion to, to Base Rate Loans or Canadian Prime Rate Loans shall be in a principal Dollar Amount amount of $1,000,000 500,000 or a whole multiple of a Dollar Amount of $1,000,000 100,000 in excess thereof, or of C$500,000 or a whole multiple of C$100,000 in excess thereof, as applicable. Each Committed Loan Notice (whether telephonic or written) shall specify (i) the Class of the Borrowing requested and whether the Borrowers are Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing the making of Term B Loans), a Revolving Credit Borrowingnew Loans of the respective Class, a conversion of Term Loans (of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans given Class) from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX CDOR 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and (viv) if applicable, the duration of the Interest Period with respect thereto. If, (x) with respect to any Term SOFR Loans, If the Borrowers fail Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail fails to give a timely notice requesting a conversion or continuation, then the applicable Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Canadian Prime Rate Loans, as applicable (unless the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, being continued is a Eurocurrency Rate Loan or XXXXX CDOR Rate Loan, in which case it shall be continued as a Eurocurrency Rate Loan, as applicable, with an Interest Period of one (1) month). Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans, as applicable, with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX CDOR Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX CDOR Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one (1) month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender under the applicable Lender Class of the amount of its ratable share Pro Rata Share of the applicable Tranche such Class of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)Borrower, the Administrative Agent shall notify each such Lender of the details of any automatic conversion to Eurocurrency Base Rate Loans, Term SOFR Loans or XXXXX Canadian Prime Rate Loans, as applicable, with an Interest Period or continuation of one month or Base Rate Loans, as applicable, as Loans described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office not later than 12:00 1:00 p.m. (New York City time), in the each case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) in the case of any Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.024.02 (or, if such Borrowing is the initial Credit Extension, Section 4.01), 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 applicable Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower Representative (on behalf of the Borrowers), there are Swing Line Loans or 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, second, to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX CDOR Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX CDOR Rate Loan, as applicable, Loan unless the Borrowers pay Borrower pays the amount due due, if any, under Section 3.06 3.05 in connection therewith. During Upon the existence occurrence and during the continuation of an Event of Default, at the election of the Administrative Agent or the Required Lenders, Lenders may require that no Loans may be requested as, converted to or continued as Term SOFR Eurocurrency Rate Loans or CDOR Rate Loans. (d) The Administrative Agent shall promptly notify the Borrowers Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX CDOR Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate or CDOR Rate, Term SOFR Reference Rate or XXXXX Xxxx as applicable, by the Administrative Agent shall be conclusive in the absence of manifest error. At any time when Base Rate Loans or Canadian Prime Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s “prime rate” used in determining the Base Rate or Canadian Prime Rate, as applicable, promptly following the public announcement of such change. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans of a given Class from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans of a given Class as the same Type, there shall not be more than ten twenty (20) Interest Periods in effecteffect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment to this Agreement in respect of Replacement Term Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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 Pro Rata Share of such Borrowing, the Administrative Agent may assume that such Lender has made such Pro Rata Share available to the Administrative Agent on the date of such Borrowing in accordance with clause (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower 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 Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate 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 the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon the Borrowers’ irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice. Each such notice must be in writing and must be received by the Administrative Agent not later than 11:00 a.m. (New York City time i) three (3) Business Days (or two (2) Business Days in the case of the advance of Revolving Loans denominated in Dollars, or London time in on the case Closing and the advance of any Borrowing denominated in an Alternative Currencythe Term Loan on the Term Loan Funding Date) (i) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, to or continuation of, Term SOFR Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four (x4) four Business Days (or five (5) Business Days in the case of the Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars Alternative Currencies and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (v) one Business Day prior to on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowers wish Company wishes to request Eurocurrency Rate Loans having an Interest Period other than oneseven (7) days or one (1), twotwo (2), three (3) or six (6) months in duration as provided in the definition of “Interest Period, ,” the applicable notice from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City timei) five four (4) Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five (5) Business Days (or six (6) Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Appropriate relevant Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. 11:00 a.m., (New York City timei) three (3) Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrowers Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate relevant Lenders. Each telephonic notice by the Borrower Representative Company pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount amount of $5,000,000 2,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing ofthereof (or, in connection with any conversion to or continuation of XXXXX Xxxx the Term Loan, if less, the entire principal amount outstanding). Except as provided in Sections 2.03(c) and 2.04(f), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of or a £1,000,000 or a whole multiple of £500,000 in excess thereof. Except as provided in Sections 2.03(d) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a principal Dollar Amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 500,000 in excess thereofthereof (or, in connection with any conversion or continuation of the Term Loan, if less, the entire principal amount outstanding). Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrowers are Company is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and converted, (viv) if applicable, the duration of the Interest Period with respect thereto. If, (xvi) with respect the currency of the Loans to any Term SOFR Loansbe borrowed, and (vii) if applicable, the Borrowers fail Designated Borrower. If the Company fails to specify a currency in a Loan Notice requesting a Borrowing, the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of a Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail Company fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, Loans in the original currency with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) Company requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to CHAR1\1550647v12 specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line No Loan may not be converted to into or continued as a Eurocurrency Rate LoanLoan denominated in a different currency, Term SOFR but instead must be prepaid in the original currency of such Loan or XXXXX Rate Loanand reborrowed in the other currency. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable relevant Lender of the amount (and currency) of its ratable share Applicable Percentage of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)Company, the Administrative Agent shall notify each relevant Lender of the details of any automatic conversion to Eurocurrency Base Rate Loans, Term SOFR Loans or XXXXX Rate Loanscontinuation of Loans denominated in a currency other than Dollars, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate relevant Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office for the applicable currency not later than 12:00 1:00 p.m. (New York City time), in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case, case on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.025.03 (or, if such Borrowing is the initial Credit Extension, Section 5.02), the Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable such Borrower on the books of the Administrative Agent Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower)Company; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is given by the Borrower Representative (on behalf of the Borrowers)Company, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such L/C Borrowings, Borrowings and second, shall be made available to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower Company as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of a Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR LoansEurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Revolving Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 Borrowers Company and the relevant Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency RateAt any time that Base Rate Loans are outstanding, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten eight (8) Interest Periods in effecteffect with respect to all Revolving Loans and three (3) Interest Periods in effect with respect to the Term Loan. (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, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, which may be given by: (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice must be in writing and Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, to or continuation of, Term SOFR Eurocurrency Rate Loans or of any conversion of Eurocurrency Rate Loans to Base Rate Loans, (ii) (x) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars Alternative Currencies, and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (v) one Business Day prior to on the requested date of any Borrowing of Base Rate Loans; provided, however, further that if the Borrowers wish Borrower wishes to request Eurocurrency Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. a.m. (New York City time1) five four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (2) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Appropriate applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. 11:00 a.m., (New York City timex) three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (y) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrowers Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be in a principal amount of or a £$1,000,000 or a whole multiple of £$500,000 in excess thereof. Except as provided in Sections 2.03(d2.03(c) and 2.04(c), each Borrowing of, of or conversion to, to Base Rate Loans shall be in a principal Dollar Amount amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 500,000 in excess thereof. Each Committed Loan Notice and each telephonic notice shall specify (i) whether the Borrowers are Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted converted, (v) the currency of the Loans to be borrowed and (vi) if applicable, the duration of the Interest Period with respect thereto. IfIf the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, (x) with respect to any Term SOFR Loans, then the Borrowers fail Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of a Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, Loans in their original currency with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line No Revolving Loan may not be converted to into or continued as a Eurocurrency Rate LoanRevolving Loan denominated in a different currency, Term SOFR but instead must be prepaid in the original currency of such Revolving Loan or XXXXX Rate Loanand reborrowed in the other currency. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its ratable share Applicable Percentage of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, Loans as described in Section 2.02(a)the preceding subsection. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 12:00 p.m. (New York City time)1:00 p.m., in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case, case on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. 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 applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of the Administrative Agent Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to such of a Borrowing is given by the Borrower Representative (on behalf of the Borrowers)Revolving Loans, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such L/C Borrowings, Borrowings and second, shall be made available to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of a Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR LoansEurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then currency Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Borrowers Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency RateAt any time that Base Rate Loans are outstanding, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten 6 Interest Periods in effecteffect with respect to all Loans. (f) The failure Borrower may at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent, increase the Commitments (but not the Letter of any Lender Credit Sublimit, the Swing Line Sublimit or the Alternative Currency Sublimit) by a maximum aggregate amount of up to make the Loan to be made by it TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) 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.follows:

Borrowings, Conversions and Continuations of Loans. (a) Each Term BorrowingBorrowing of Loans, each Revolving Credit Borrowing, and each conversion of Term Loans (other than Swingline Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans ) from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon a Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice; provided, further, that any Loan Notice delivered in connection with a Borrowing to be made on the Closing Date may be subject to and conditioned upon the occurrence of the Closing Date. Each such notice must be in writing and Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) (i) 11:00 a.m. three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Eurocurrency Rate Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (vii) one Business Day prior to 10:00 a.m. on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowers wish a Borrower wishes to request Eurocurrency Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) five four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. (New York City time) 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans, the Administrative Agent shall notify the Borrowers applicable Borrower (which notice may be by telephone) whether or not the such other requested Interest Period has been consented to by all the Appropriate Lenders. Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be in a principal amount of or a £$1,000,000 or a whole multiple of £$500,000 in excess thereof. Except as provided in Sections 2.03(d) and 2.04(cSection 2.03(c), each Borrowing of, of or conversion to, to Base Rate Loans shall be in a principal Dollar Amount amount of $1,000,000 500,000 or a whole multiple of a Dollar Amount of $1,000,000 100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrowers are applicable Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and (viv) if applicable, the duration of the Interest Period with respect thereto. If, (x) with respect to any Term SOFR Loans, the Borrowers fail If a Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, a Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, Loans with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Eurocurrency Rate Loans with an Interest Period of one month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the a Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specifiedFor the avoidance of doubt, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan Swingline Loans may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loancontinued. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable relevant Lender of the amount of its ratable share Applicable Percentage of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)a Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, as Loans described in Section 2.02(a)the preceding subsection. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate relevant Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 p.m. (New York City time), in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) in the case of any Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Notice. Each Lender mayNotice not later than (i) in the case of Eurocurrency Rate Loans, at its option11:00 a.m., make any Loan available to and (ii) in the Parent Borrower by causing any foreign or domestic branch or Affiliate case of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Base Rate Loans, 12:00 p.m. Upon satisfaction or waiver of the applicable conditions set forth in Section 4.024.03 (or, in the case of any Credit Extension to be made on the Closing Date, Sections 4.01 and 4.03), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either either, at such Borrower’s option, by (i) crediting the account of the applicable such Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the such Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to any such Borrowing is given by the Borrower Representative (on behalf of the Borrowers)to be made, there are Swing Line Loans or L/C Borrowings outstandingoutstanding pursuant to Section 2.03(c)(iii), then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, to the payment in full of any such Swing Line Loans, and third, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of a Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR LoansEurocurrency Rate Loans without the consent of the Required Lenders. (d) The Administrative Agent shall promptly notify the Borrowers applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency RateAt any time that Base Rate Loans are outstanding, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive notify the applicable Borrower and the Lenders of any change in the absence Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten 20 Interest Periods (or such greater number as may be agreed to by the Administrative Agent) in effecteffect with respect to Loans. (f) The failure of Notwithstanding anything to the contrary in this Agreement, any Lender to make may exchange, continue or rollover all of the Loan to be made by it as part of any Borrowing shall not relieve any other Lender portion of its obligationLoans in connection with any refinancing, if anyextension, hereunder loan modification or similar transaction permitted by the terms of this Agreement, pursuant to make its Loan on a cashless settlement mechanism approved by the date of Company, the Administrative Agent, and 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 BorrowingLender.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Eurodollar Rate Loans, Term SOFR Loans or XXXXX Rate Revolving Credit Loans shall be made upon the Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, which may be given by telephone or 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 in writing and Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Eurodollar Rate Revolving Credit Loans denominated in Yen or Australian Dollars and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Eurodollar Rate Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (vii) one Business Day prior to on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowers wish Borrower wishes to request Eurocurrency Eurodollar Rate Revolving Credit Loans having an Interest Period other than one week, or one, two, three or six months months, in duration as provided in the definition of “Interest Period, ,” the applicable notice from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) five four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. (New York City time) 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrowers Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Term SOFR Revolving Credit Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be in a minimum principal amount of or a £1,000,000 or a whole multiple of £500,000 in excess thereof$5,000,000. Except as provided in Sections 2.03(d2.04(c) and 2.04(c2.05(c), each Borrowing of, of or conversion to, to Base Rate Loans shall be in a minimum principal Dollar Amount amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof500,000. Each Committed Loan Notice shall specify (i) whether the Borrowers are Borrower is requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loansof, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Eurodollar Rate Loans, Term SOFR Loans or XXXXX Rate Revolving Credit 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 Revolving Credit Loans to be borrowed, converted or continued, (iv) in the case Type of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and (viv) if applicable, the duration of the Interest Period with respect thereto. If, (x) with respect to any Term SOFR Loans, If the Borrowers fail Borrower fails to specify a Type of Revolving Credit Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, a Eurocurrency Rate Loan or XXXXX Base Rate Loans, as applicable, with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Eurodollar Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar TrancheLoans. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Eurodollar Rate Loans, Term SOFR Loans or XXXXX Rate Revolving Credit Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Eurodollar Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Appropriate Lender of the amount of its ratable share Applicable Percentage of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, as Loans described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 1:00 p.m. (New York City time), in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) in the case of any Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in 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 applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of the Administrative Agent Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower); provided, however, that if, on the date the a Committed Loan Notice with respect to such a Revolving Credit Borrowing is given by the Borrower Representative (on behalf of the Borrowers)Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be appliedRevolving 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 payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Eurodollar Rate Loan, Term SOFR Loan or a XXXXX Rate Revolving Credit Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Eurodollar Rate Revolving Credit Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of a Default, at the election of the Administrative Agent or the Required Lenders, no Revolving Credit Loans may be requested as, converted to or continued as Term SOFR LoansEurodollar Rate Revolving Credit Loans without the consent of the Required Lenders. (d) The Administrative Agent shall promptly notify the Borrowers Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Eurodollar Rate Loans, Term SOFR Loans or XXXXX Rate Revolving Credit Loans upon determination of such interest rate. The determination of the Eurocurrency RateAt any time that Base Rate Loans are outstanding, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten eight (8) Interest Periods in effecteffect in respect of the Revolving Credit Facility. (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, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) 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 promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice must be in writing and must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) 1:00 p.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or Term Loan Borrowing of, conversion to or continuation of XXXXX Xxxx Eurocurrency Rate Loans or of any conversion of Eurocurrency Rate Loans to Base Rate Loans or, (y) on any date prior to the termination of the Availability Period with respect to the Term Loans, eight Business Days prior to such requested date of any such Revolving Credit Borrowing or Term Loan Borrowing and (vii) (x) on the requested date of any Revolving Credit Borrowing or Term Loan Borrowing of Base Rate Loans or (y) on any date prior to the termination of the Availability Period with respect to the Term Loans, three Business Days prior to such requested date of any such Revolving Credit Borrowing or Term Loan Borrowing; provided however that such notice with respect to the Initial Tranche A Term Loan Funding must be received by the Administrative Agent not later than 1:00 p.m. one Business Day prior to the requested date of any Borrowing of Base Rate Loanssuch Term Loan Borrowing; provided, however, provided further that if the Borrowers wish Borrower wishes to request Eurocurrency Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) five 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders under the applicable Facility of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. (New York City time) 1:00 p.m., three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans having an Interest period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the Administrative Agent shall notify the Borrowers Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be in a principal amount of or a £1,000,000 or a whole multiple of £500,000 in excess thereof. Except as provided in Sections 2.03(d) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a principal Dollar Amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrowers are requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Term B Loans), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and (vi) if applicable, the duration of the Interest Period with respect thereto. If, (x) with respect to any Term SOFR Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, a Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its ratable share of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers), the Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, as described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 p.m. (New York City time), in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) in the case of any Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.02, 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 applicable Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower Representative (on behalf of the Borrowers), there are Swing Line Loans or 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, second, to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR Loans. (d) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in 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.not

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent; provided that Euro US-DOCS\90330440.2103232196.9 Term Loans may not be converted into Base Rate Loans. Each such notice must be in writing and must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) (i) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, (ii) (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate LoansLoans denominated in any other Alternative Currency, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Eurocurrency Rate Loans to Base Rate Loans, Loans denominated in Dollars and (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (v) one Business Day prior to the requested date of any Borrowing of Base Rate LoansLoans denominated in Dollars; provided, however, that if the Borrowers wish to request Eurocurrency Rate Loans in an Alternative Currency 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) five Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. (New York City time) three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrowers whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Borrowing of, conversion to or continuation of XXXXX Xxxx Loans shall be in a principal amount of or a £1,000,000 or a whole multiple of £500,000 in excess thereof. Except as provided in Sections 2.03(d) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a principal Dollar Amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrowers are requesting a Term Borrowing (and whether such Term Borrowing is a Borrowing of Euro Term Loans or Term B Loans), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and (vi) if applicable, the duration of the Interest Period with respect thereto. If, (x) with respect to any Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term SOFR Loans, Specified Refinancing Revolving Loans, or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loansdenominated in an Alternative Currency, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, a Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is US-DOCS\90330440.2103232196.9 requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its ratable share of the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers), the Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, as described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 p.m. (New York City time), in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) in the case of any Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Dutch Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Dutch Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.024.02 (or, if such Borrowing is the initial Credit Extension, Section 4.01), 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 applicable Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower); provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower Representative (on behalf of the Borrowers), there are Swing Line Loans or 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, second, to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans denominated in Dollars may be requested as, converted to or continued as Term SOFR Eurocurrency Rate Loans. (d) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effect.. US-DOCS\90330440.2103232196.9 (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, Conversions and Continuations of Loans. (a) Each Term A Borrowing, each Term B Borrowing, each Term A-1 Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans shall be made upon the Company’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, which may be given by telephone; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice must be in writing and must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans to, or continuation of, Term SOFR Loans, (ii) (x) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars Alternative Currencies and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Loans to Base Rate Loans, (iv) five Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans and (v) one Business Day prior to on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowers wish Company wishes to request Eurocurrency Rate 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 from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. a.m. (New York City timei) five four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation denominated in Dollars or (ii) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. 11:00 a.m., (New York City timei) three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation denominated in Dollars or (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrowers Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate applicable Lenders. Each telephonic notice by the Borrower Representative Company pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers)Company. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be in a principal Dollar Amount amount of $5,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereofthereof (or such other amount as may be approved by the Administrative Agent). Each Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of, of or conversion to or continuation of XXXXX Xxxx Base Rate Loans shall be in a principal amount of or a £1,000,000 $500,000 or a whole multiple of £500,000 $100,000 in excess thereof. Except thereof (or such other amount as provided in Sections 2.03(d) and 2.04(cmay be approved by the Administrative Agent), each Borrowing of, or conversion to, Base Rate Loans shall be in a principal Dollar Amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrowers are Company is requesting a Term Borrowing (and whether such Term Borrowing is A Borrowing, a Borrowing of Term B Loans)Borrowing, a Term A-1 Borrowing, a Multicurrency Revolving Credit Borrowing, a U.S. Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and converted, (viv) if applicable, the duration of the Interest Period with respect thereto. If, (xvi) with respect the currency of the Loans to any Term SOFR Loansbe borrowed, and (vii) if applicable, the Borrowers fail Designated Borrower. If the Company fails to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the Term SOFR Loans shall be made as, or converted to, Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans or XXXXX Rate Loans, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail Company fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loan or XXXXX Rate Loans, as applicable, Loans in their original currency with an applicable Interest Period of one month. Any such automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) Company requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an applicable Interest Period of one month. If no No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency is specified, of such Loan and reborrowed in the requested Borrowing shall be in Dollarsother currency. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its ratable share Applicable Percentage under the applicable Facility of the applicable Tranche of Term A Loans, Specified Refinancing Term B Loans, Term A-1 Loans, U.S. Revolving Currency Loans or Multicurrency Revolving Credit Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan is provided by the Borrower Representative (on behalf of the Borrowers)Company, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Base Rate Loans, Term SOFR Loans or XXXXX Rate Loanscontinuation of Loans denominated in a currency other than Dollars, as applicable, with an Interest Period of one month or Base Rate Loans, as applicable, in each case as described in Section 2.02(a). In the case of a Term Borrowing A Borrowing, a Term B Borrowing, a Term A-1 Borrowing, a U.S. Revolving Credit Borrower or a Multicurrency Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 1:00 p.m. (New York City time), in the case of any Loan denominated in Dollars, and not later than 10:00 a.m. (Local Time) in the case of any Loan denominated in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Parent Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Parent Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial Credit Extension, Section 4.02), the Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable such Borrower on the books of the Administrative Agent Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative (on behalf of the Borrower)Company; provided, however, that if, on the date the a Committed Loan Notice with respect to such a Revolving Credit Borrowing denominated in Dollars is given by the Borrower Representative (on behalf of the Borrowers)Company, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be appliedRevolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, to the payment in full of any such Swing Line Loans, and third, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan, Term SOFR Loan or a XXXXX Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, Term SOFR Loan or XXXXX Rate Loan, as applicable, unless the Borrowers pay the amount due under Section 3.06 in connection therewith. During the existence of an Event of a Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Term SOFR LoansEurocurrency Rate Loans (whether in Dollars or any Alternative Currencies) without the consent of the Required Lenders and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 Borrowers Company and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans upon determination of such interest rate. The determination of the Eurocurrency RateAt any time that Base Rate Loans are outstanding, Term SOFR Reference Rate or XXXXX Xxxx by the Administrative Agent shall be conclusive notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Term A Borrowings, all conversions of Term A Loans from one Type to the other, and all continuations of Term A Loans as the same Type, there shall not be more than five Interest Periods in effect in respect of the Term A Facility. After giving effect to all Term B Borrowings, all conversions of Term B Loans from one Type to the other, and all continuations of Term B Loans as the same Type, there shall not be more than five Interest Periods in effect in respect of the Term B Facility. After giving effect to all Term A-1 Borrowings, all conversions of Term A-1 Loans from one Type to the other, and all continuations of Term A-1 Loans as the same Type, there shall not be more than five Interest Periods in effect in respect of the Term A-1 Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten five Interest Periods in effecteffect in respect of the Revolving Credit Facilities. (f) The failure Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of any such Lender to make such Loan; provided that any exercise of such option shall not affect in any manner the Loan to be made by it as part obligation of any Borrowing shall not relieve any other Lender Borrower to repay such Loan in accordance with the terms 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 Borrowingthis Agreement.