Common use of Borrowings of Loans Clause in Contracts

Borrowings of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of BSBY Rate Loans shall be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent not later than 11:00 a.m. (i) two (2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of BSBY Rate Loans or of any conversion of BSBY Rate Loans to BSBY Daily Floating Rate Loans, and (ii) on the requested date of any Borrowing of BSBY Daily Floating Rate Loans. Each telephonic notice by Borrower pursuant to this Section 2.02 (a) must be confirmed promptly by delivery to Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower. Each Borrowing of, conversion to or continuation of BSBY Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof. Each Borrowing of or conversion to BSBY Daily Floating Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of BSBY 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) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If Borrower fails to specify a Type of Loan in a Loan Notice or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, BSBY Daily Floating Rate Loans. Any such automatic conversion to BSBY Daily Floating Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable BSBY Rate Loans. If Borrower requests a Borrowing of, conversion to, or continuation of BSBY Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. (b) Following receipt of a Loan Notice, Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by Borrower, Administrative Agent shall notify each Lender of the details of any automatic conversion to BSBY Daily Floating Rate Loans described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to Administrative Agent in immediately available funds at Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 7.02 (and, if such Borrowing is the initial Credit Extension, Section 7.01), Administrative Agent shall make all funds so received available to Borrower in like funds as received by Administrative Agent either by (i) crediting the account of Borrower on the books of 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) Administrative Agent by Borrower; provided, however, that if, on the date the Loan Notice with respect to a Borrowing is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to Borrower as provided above. (c) At any time that Base Rate Loans are outstanding, Administrative Agent shall notify Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (d) Except as otherwise provided herein, a BSBY Rate Loan may be continued or converted only on the last day of an Interest Period for such BSBY Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as BSBY Rate Loans without the consent of the Required Lenders. (e) Administrative Agent shall promptly notify Borrower and the Lenders of the interest rate applicable to any Interest Period for BSBY Rate Loans upon determination of such interest rate. (f) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than five (5) Interest Periods in effect with respect to Loans. (g) 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 Borrower, Administrative Agent, and such Lender. (h) With respect to BSBY, Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, Administrative Agent shall post each such amendment implementing such Conforming Changes to Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Borrowings of Loans. (a) [Reserved]. (b) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of BSBY Rate Loans Delayed Draw Term Loan Borrowing shall be made upon the Lead Borrower’s irrevocable notice to Administrative the Agent, which may be given by telephone. Each such notice must be received by Administrative the Agent not later than 11:00 a.m. noon twenty (i20) two (2) Business Days days prior to the requested date of any Borrowing of, conversion to or continuation of BSBY Rate Loans or of any conversion of BSBY Rate Loans to BSBY Daily Floating Rate Loans, and (ii) on the requested date of any Borrowing of BSBY Daily Floating Rate LoansBorrowing. Each telephonic notice by the Lead Borrower pursuant to this Section 2.02 (a2.02(b) must be confirmed promptly by delivery to Administrative the Agent of a written Loan NoticeNotice of Borrowing, appropriately completed and signed by a Responsible Officer of the Lead Borrower. Each Delayed Draw Term Loan Borrowing of, conversion to or continuation of BSBY Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof. Each Borrowing of or conversion to BSBY Daily Floating Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereofthereof (or such lesser amount of (x) the Additional Delayed Draw Term Loan Commitment as may remain on the final Additional Delayed Draw Term Loan Funding Date or (y) the Initial Delayed Draw Term Loan Commitment as may remain on the final Initial Delayed Draw Term Loan Funding Date). Each Loan Notice of Borrowing (whether telephonic or written) shall specify (i) whether Borrower is requesting a Borrowing, a conversion the name of Loans from one Type to the other, or a continuation of BSBY Rate Loansapplicable Borrower, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be Borrowing (which shall be a Business Day), ) and (iii) the principal amount of the Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If Borrower fails to specify a Type of Loan in a Loan Notice or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, BSBY Daily Floating Rate Loans. Any such automatic conversion to BSBY Daily Floating Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable BSBY Rate Loans. If Borrower requests a Borrowing of, conversion to, or continuation of BSBY Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. (bc) Following receipt of a Loan NoticeNotice of Borrowing, Administrative the Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable LoansInitial Delayed Draw Term Loan or Additional Delayed Draw Term Loan. Each Delayed Draw Term Loan Lender, and if no timely notice of a conversion or continuation is provided by Borroweras applicable, Administrative Agent shall notify each Lender of the details of any automatic conversion to BSBY Daily Floating Rate Loans described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Delayed Draw Term Loan available to Administrative the Agent in immediately available funds at Administrative the Agent’s Office not later than 1:00 p.m. noon on the Business Day specified in the applicable Loan NoticeNotice of Borrowing. Upon satisfaction of the applicable conditions set forth in Section 7.02 (and4.01, if such Borrowing is in the case of the initial Credit ExtensionTerm Loan Borrowing, and Section 7.01)4.02, Administrative in the case of a Delayed Draw Term Loan Borrowing, the Agent shall make all funds so received available to Borrower the Borrowers in like funds as received by Administrative the Agent either by (i) crediting the account of the Lead Borrower on the books of Bank of America Encina 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) Administrative the Agent by the Lead Borrower; provided, however, that if, on the date the Loan Notice with respect to a Borrowing is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to Borrower as provided above. (c) At any time that Base Rate Loans are outstanding, Administrative Agent shall notify Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (d) Except as otherwise provided hereinThe Agent, a BSBY Rate Loan may be continued or converted only on the last day of an Interest Period for such BSBY Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as BSBY Rate Loans without the consent request of the Required Lenders. (e) Administrative Agent shall promptly notify Borrower and the Lenders of the interest rate applicable to any Interest Period for BSBY Rate Loans upon determination of such interest rate. (f) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than five (5) Interest Periods in effect with respect to Loans. (g) 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 Lead Borrower, Administrative Agentmay advance any interest, and fee, service charge (including direct wire fees), expenses, or other payment to which any Credit Party is at such Lender. (h) With respect to BSBY, Administrative Agent will have time entitled from the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement Parties pursuant hereto or any other Loan Document; provided that, with respect to . The Agent shall advise the Lead Borrower of any such amendment effected, Administrative advance or charge promptly after the making thereof. Such action on the part of the Agent shall post each such amendment implementing such Conforming Changes to Borrower not constitute a waiver of the Agent’s rights and the Lenders reasonably promptly after such amendment becomes effectiveBorrowers’ obligations under Section 10.04. Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.02(d) shall bear interest at the Applicable Rate.

Borrowings of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of BSBY Term SOFR Rate Loans shall be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone(A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to Administrative Agent of a Loan Notice. Each such notice Loan Notice must be received by Administrative Agent not later than 11:00 a.m. (i) two (2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of BSBY Term SOFR Rate Loans or of any conversion of BSBY Term SOFR Rate Loans to BSBY Daily Floating SOFR Rate Loans or Base Rate Loans, and (ii) on the requested date of any Borrowing of BSBY any Daily Floating SOFR Rate Loans or of any conversion of Daily SOFR Rate Loans to Base Rate Loans or Borrowing of Base Rate Loans. Each telephonic notice by Borrower pursuant to this Section 2.02 (a) must be confirmed promptly by delivery to Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower. Each Borrowing of, conversion to or continuation of BSBY Term SOFR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof. Each Borrowing of or conversion to BSBY Daily Floating SOFR Rate Loans or Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of BSBY Term SOFR 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) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If Borrower fails to specify a Type of Loan in a Loan Notice or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, BSBY Daily Floating SOFR Rate Loans. Any such automatic conversion to BSBY Daily Floating SOFR Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable BSBY Term SOFR Rate Loans. If Borrower requests a Borrowing of, conversion to, or continuation of BSBY Term SOFR Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it Borrower will be deemed to have specified an Interest Period of one (1) month. (b) Following receipt of a Loan Notice, Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by Borrower, Administrative Agent shall notify each Lender of the details of any automatic conversion to BSBY Daily Floating SOFR Rate Loans described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to Administrative Agent in immediately available funds at Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 7.02 (and, if such Borrowing is the initial Credit Extension, Section 7.01), Administrative Agent shall make all funds so received available to Borrower in like funds as received by Administrative Agent either by (i) crediting the account of Borrower on the books of 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) Administrative Agent by Borrower; provided, however, that if, on the date the Loan Notice with respect to a Borrowing is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to Borrower as provided above. (c) At any time that Base Rate Loans are outstanding, Administrative Agent shall notify Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (d) Except as otherwise provided herein, a BSBY Term SOFR Rate Loan may be continued or converted only on the last day of an Interest Period for such BSBY Term SOFR Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as BSBY Term SOFR Rate Loans without the consent of the Required Lenders. (e) Administrative Agent shall promptly notify Borrower and the Lenders of the interest rate applicable to any Interest Period for BSBY Term SOFR Rate Loans upon determination of such interest rate. (f) Without limitation of any other conditions herein, a Borrowing or continuation of or conversion to Term SOFR Rate Loans shall not be permitted if: (i) A Default has occurred and is continuing and has not been waived by Required Lenders or all Lenders, as applicable; (ii) After giving effect to the requested Borrowing or continuation of or conversion to Term SOFR Rate Loans, the sum of all BorrowingsTerm SOFR Rate Loans plus all Daily SOFR Rate Loans would exceed the Aggregate Commitments; (iii) The requested Borrowing or continuation of or conversion to Term SOFR Rate Loans would cause more than five (5) Interest Periods to be in effect at any one time for Term SOFR Rate Loans, after giving effect to all Term SOFR Rate Loans, all conversions of Loans from one Type to the otheranother, and all continuations of Loans as the same Type, there ; (iv) The requested interest period does not conform to the definition of Interest Period herein; or (v) Any of the circumstances referred to in Section 3.03 shall not be more than five (5) Interest Periods in effect apply with respect to the requested Borrowing or continuation of or conversion to Term SOFR Rate Loans. (g) 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 Borrower, Administrative Agent, and such Lender. (h) With respect to BSBYDaily Simple SOFR or Term SOFR, Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, Administrative Agent shall post each such amendment implementing such Conforming Changes to Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Borrowings of Loans. (a) Each BorrowingBorrowing shall be either Base Rate Loans or Eurodollar Rate Loans as the Borrower may request subject to and in accordance with this Section 2.2. Subject to the other provisions of this Section 2.2, each conversion Borrowings of Loans from more than one Type to may be incurred at the other, and each continuation of BSBY Rate Loans same time. (b) Each Borrowing shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two (2) 11:00 a.m. three Business Days prior to the requested date of any such Borrowing of, conversion to or continuation of BSBY Eurodollar Rate Loans or (except to the extent such notice is for a Borrowing of Eurodollar Rate Loans on the Loan Funding Date in which case, such notice must be received by the Administrative Agent not later than 11:00 a.m. two Business Days prior to the requested date of any conversion such Borrowing of BSBY Rate Loans to BSBY Daily Floating Eurodollar Rate Loans), and (ii) on 11:00 a.m. one Business Day prior to the requested date of any such Borrowing of BSBY Daily Floating Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02 (a2.2(b) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of BSBY Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $250,000 1,000,000 in excess thereof. Each Borrowing of or conversion to BSBY Daily Floating Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice delivered pursuant to this Section 2.2(b) (whether telephonic or written) shall specify (i) whether Borrower is requesting a the requested amount of the Borrowing, a conversion of Loans from one Type to the other, or a continuation of BSBY Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be Borrowing (which shall be a Business Day), (iii) the principal amount Type of Loans to be borrowed, converted or continued, and (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if Borrower fails to give a timely notice requesting a conversion or continuationNotice, then the applicable Loans shall be made as, or converted to, BSBY Daily Floating Rate Loans. Any such automatic conversion to BSBY Daily Floating Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable BSBY a Base Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of BSBY Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. (bc) Following receipt of a Loan Notice, Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by Borrower, Administrative Agent shall notify each Lender of the details of any automatic conversion to BSBY Daily Floating Rate Loans described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 7.02 3.1 (and, if such Borrowing is the initial Credit Extension, Section 7.01Conditions to Effectiveness), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America the Administrative Agent with the amount of such funds or (ii) wire transfer of transferring such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Loan Notice with respect to a Borrowing is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to Borrower as provided above. (cd) During the existence of an Event of Default, no Eurodollar Rate Loans may be requested without the consent of the Requisite Lenders. (e) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of Americathe Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (d) Except as otherwise provided herein, a BSBY Rate Loan may be continued or converted only on the last day of an Interest Period for such BSBY Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as BSBY Rate Loans without the consent of the Required Lenders. (e) Administrative Agent shall promptly notify Borrower and the Lenders of the interest rate applicable to any Interest Period for BSBY Rate Loans upon determination of such interest rate. (f) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than five (5) Interest Periods in effect with respect to Loans. (g) 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 Borrower, Administrative Agent, and such Lender. (h) With respect to BSBY, Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, Administrative Agent shall post each such amendment implementing such Conforming Changes to Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Borrowings of Loans. (a) Each Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of BSBY Rate Term SOFR Loans shall be made upon the Borrower’s irrevocable written notice to the Administrative AgentAgent in the form of a Loan Notice, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (i) two (2) U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion to or continuation of BSBY Rate Term SOFR Loans or of any conversion of BSBY Term SOFR Loans to Base Rate Loans to BSBY Daily Floating Rate Loans, and (ii) on the requested date of any Borrowing of BSBY Daily Floating Rate Loans. Each telephonic notice by Borrower pursuant to this Section 2.02 (a) must be confirmed promptly by delivery to Administrative Agent of a written the Term Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower. Each Borrowing of, conversion to or continuation of BSBY Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof. Each Borrowing of or conversion to BSBY Daily Floating Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereofBorrowing. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a the Term Loan Borrowing, a conversion of Term Loans from one Type to the other, or a continuation of BSBY Rate Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, which shall be, (A) with respect to Term Loans that are Base Rate Loans, a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (B) with respect to Term SOFR Loans, a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (C) with respect to the Borrowing of Term Loans on the Closing Date, the full amount of the aggregate Term Loan Commitments, (iv) the Type of Loans to be borrowed or to which existing Loans Term Loans, as applicable, are to be converted, converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans shall be made as, or converted to, BSBY Daily Floating Rate Term SOFR Loans. Any such automatic conversion to BSBY Daily Floating Rate Loans Term SOFR Loans, as applicable, shall be effective as of the last day of the Interest Period then in effect with respect to the applicable BSBY Rate Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of BSBY Rate Term SOFR Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. The Administrative Agent shall promptly notify the applicable Lenders of each Loan Notice. (b) Following receipt of a Loan Notice, Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by Borrower, Administrative Agent shall notify each Lender of the details of any automatic conversion to BSBY Daily Floating Rate Loans described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to Administrative Agent in immediately available funds at Administrative Agent’s Office not Not later than 1:00 12:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction , each applicable Lender shall make the amount of its Loan available to the Administrative Agent, for the account of the applicable conditions set forth Borrower, in immediately available funds at the Administrative Agent’s Office. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each Borrowing requested pursuant to the terms hereof in immediately available funds by crediting or wiring such proceeds as may be agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 7.02 (and, if such Borrowing is the initial Credit Extension, Section 7.012.10(a)(i), the Administrative Agent shall make all funds so received available not be obligated to Borrower in like funds as received by Administrative Agent either by (i) crediting disburse the account portion of Borrower on the books of 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) Administrative Agent by Borrower; provided, however, that if, on the date the Loan Notice with respect to a Borrowing is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied any Loan requested pursuant to this Section to the payment in full of extent that any such L/C Borrowings, and second, shall be Lender has not made available to Borrower as provided abovethe Administrative Agent its Applicable Percentage of such Loan. (c) At any time that Base Rate Loans are outstanding, Administrative Agent shall notify Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (d) Except as otherwise provided herein, a BSBY Rate Term SOFR Loan may be continued or converted only on the last day of an Interest Period for such BSBY Rate Term SOFR Loan. During the existence of a Default, (i) no Loans may be requested as, or converted to or continued as BSBY Rate into, Term SOFR Loans without the consent of the Required LendersLenders and (ii) the Required Lenders in their sole discretion may elect to not allow the continuation of any Term SOFR Loan (in which case such Loans shall be converted into Base Rate Loans). (ed) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for BSBY Rate Term SOFR Loans upon determination of such interest rate. (f) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than five (5) Interest Periods in effect with respect to Loans. (ge) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (h) With respect to BSBY, Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, Administrative Agent shall post each such amendment implementing such Conforming Changes to Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Borrowings of Loans. (a) Each Borrowing, each conversion borrowing of Loans from one Type to the other, and each continuation of BSBY Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephoneAgent of such borrowing. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (iNew York, New York time) two five (25) Business Days prior to the requested date of any Borrowing of, conversion to or continuation borrowing of BSBY Rate Loans or of any conversion of BSBY Rate Loans to BSBY Daily Floating Rate Loans, and (ii) on in the requested date of any Borrowing of BSBY Daily Floating Rate Loans. Each telephonic notice by Borrower pursuant to this Section 2.02 (a) must be confirmed promptly by delivery to Administrative Agent form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation borrowing of BSBY Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 1,000,000 in excess thereof. Each Borrowing of or conversion to BSBY Daily Floating Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify specify, as applicable, (i) whether Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of BSBY Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be borrowing (which shall be a Business Day), (iiiii) the principal amount of Loans to be borrowed, converted or continued, borrowed and (iviii) the Type location and number of Loans to be borrowed the relevant Borrower’s account or any other designated account(s) to which existing Loans funds are to be converteddisbursed (which may be in the form of a funds flow memorandum). Notwithstanding anything to the contrary contained herein, the Borrower may not submit more than five (5) Committed Loan Notices in connection with borrowings, such Committed Loan Notices to be delivered (i) in connection with the initial borrowing on the Closing Date (if any) and (vii) if applicable, in connection with the duration of the Interest Period with respect thereto. If Borrower fails borrowings to specify a Type of Loan in a Loan Notice or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, BSBY Daily Floating Rate Loans. Any such automatic conversion to BSBY Daily Floating Rate Loans shall be effective as of (if any) thereafter in accordance with the last day of the Interest Period then in effect with respect Approved Budget (subject to the applicable BSBY Rate Loans. If Borrower requests a Borrowing of, conversion to, or continuation of BSBY Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1Permitted Variances) monthand the Final Order. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage Pro Rata Share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by Borrower, Administrative Agent shall notify each Lender of the details of any automatic conversion to BSBY Daily Floating Rate Loans described in the preceding subsectionrequested. In the case of a Borrowingeach borrowing, each Lender shall make (or cause its Applicable Lending Office to make) the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. (New York, New York time) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction or waiver of the applicable conditions set forth in Section 7.02 4.02 (andor, if such Borrowing borrowing is the initial Credit Extensionborrowing, Section 7.014.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of Borrower on the books of 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; provided, however, that if, on the date the Loan Notice with respect to a Borrowing is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to Borrower as provided above. (c) At any time that Base Rate Loans are outstanding, Administrative Agent shall notify Borrower and the Lenders The failure of any change in Bank Lender to make the Loan to be made by it as part of America’s prime rate used in determining any borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Base Rate promptly following the public announcement date of such change. (d) Except as otherwise provided hereinborrowing, a BSBY Rate Loan may but no Lender shall be continued or converted only on responsible for the last day of an Interest Period for such BSBY Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as BSBY Rate Loans without the consent of the Required Lenders. (e) Administrative Agent shall promptly notify Borrower and the Lenders of the interest rate applicable to any Interest Period for BSBY Rate Loans upon determination of such interest rate. (f) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than five (5) Interest Periods in effect with respect to Loans. (g) 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 Borrower, Administrative Agent, and such Lender. (h) With respect to BSBY, Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent failure of any other party Lender to this Agreement or make the Loan to be made by such other Lender on the date of any other Loan Document; provided that, with respect to any such amendment effected, Administrative Agent shall post each such amendment implementing such Conforming Changes to Borrower and the Lenders reasonably promptly after such amendment becomes effectiveborrowing.