Common use of Election of Approving Lenders to Continue Funding Clause in Contracts

Election of Approving Lenders to Continue Funding. If as of 9:00 a.m. (New York City time) on any Business Day, the Administrative Agent receives a Declining Lender Notice for reasons other than a Default or an Event of Default from any Lender, such Lender shall be considered a “Declining Lender” with respect to (i) any Loans requested in any Borrowing Notice, (ii) any election to convert Daily Simple SOFR Loans to Term SOFR Loans or ABR Loans, Term SOFR Loans to Daily Simple SOFR Loans or ABR Loans or ABR Loans to Daily Simple SOFR Loans or Term SOFR Loans pursuant to Section 2.6(a) and (iii) any continuation of a Daily Simple SOFR Loan or Term SOFR Loan made pursuant to Section 2.6(b), in each case delivered by the Borrower to the Administrative Agent on and after the Conversion to Approving Lenders Date on which such Lender delivered a Declining Lender Notice to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the other Lenders upon the receipt of any Declining Lender Notice. A Lender will be deemed to be an “Approving Lender” with respect to any Loan requested, any request for conversion from a Daily Simple SOFR Loan to a Term SOFR Loan or an ABR Loan, a Term SOFR Loan to a Daily Simple SOFR Loan or an ABR Loan, or an ABR Loan to a Daily Simple SOFR Loan or Term SOFR Loan or request for a continuation of a Daily Simple SOFR Loan or Term SOFR Loan by the Borrower to be made on any date if (i) such Lender has not provided a Declining Lender Notice to the Administrative Agent as of 9:00 a.m. on such date or (ii) the Borrower delivered the Borrowing Notice or conversion or continuation notice, as applicable, for such Loan to the Administrative Agent prior to the Conversion to Approving Lenders Date on which such Lender delivered a Declining Lender Notice to the Administrative Agent; provided that for the avoidance of doubt, no Lender’s Participation shall be exceeded without its written consent. Each Approving Lender shall make available its Participation Percentage of any requested Loan (as provided in Section 2.1(a) and Section 2.2(c)).

Election of Approving Lenders to Continue Funding. (a) If the Administrative Agent receives a Declining Lender Notice from a Dollar Working Capital Facility Uncommitted Tranche Lender on any Business Day, it will promptly forward notice of the same to all other Dollar Working Capital Facility Uncommitted Tranche Lenders that are not then Declining Lenders. If as of 9:00 10:00 a.m. (New York City time) on any Business Day, (i) the Administrative Agent receives a Declining Lender Notice for reasons other than a Default or an Event of Default from any Lender, such Lender shall be considered a one or more Dollar Working Capital Facility Uncommitted Tranche Lenders (the “Declining Lender” with or “Declining Lenders” in respect to (i) any Loans requested in any Borrowing Notice, (ii) any election to convert Daily Simple SOFR Loans to Term SOFR Loans or ABR Loans, Term SOFR Loans to Daily Simple SOFR Loans or ABR Loans or ABR Loans to Daily Simple SOFR Loans or Term SOFR Loans pursuant to Section 2.6(a) and (iii) any continuation of a Daily Simple SOFR Loan or Term SOFR Loan made pursuant to Section 2.6(b), in each case delivered by the Borrower to the Administrative Agent on and after the such Conversion to Approving Lenders Date on which such Date) and (ii) the other Dollar Working Capital Facility Uncommitted Tranche Lender delivered a Declining Lender Notice or Dollar Working Capital Facility Uncommitted Tranche Lenders approve (or are deemed to approve as provided in this Section 4.22(a)) further Dollar Working Capital Facility Uncommitted Tranche Loans or the Administrative Agent. The further issuances of, extensions of, automatic renewal of or amendments to Dollar Working Capital Facility Uncommitted Tranche Letters of Credit, the Administrative Agent shall promptly notify the Borrower and the other Lenders upon the receipt of any Declining Lender NoticeDollar Working Capital Facility Uncommitted Tranche Lenders. A Lender will be deemed to be an “Approving Lender” with With respect to any Loan requestedConversion to Approving Lender Date, any request for conversion from a Daily Simple SOFR Loan to a Term SOFR Loan or an ABR Loan, a Term SOFR Loan to a Daily Simple SOFR Loan or an ABR Loan, or an ABR Loan to a Daily Simple SOFR Loan or Term SOFR Loan or request for a continuation of a Daily Simple SOFR Loan or Term SOFR Loan by the Borrower to be made on any date if (i) such Dollar Working Capital Facility Uncommitted Tranche Lender that has not provided a Declining Lender Notice to the Administrative Agent as of 9:00 10:00 a.m. on such date shall automatically, without any action on the part of any Person, be deemed an “Approving Lender” with respect to such Conversion to Approving Lender Date. Each Approving Lender shall (x) with respect to any Dollar Working Capital Facility Uncommitted Tranche Loan, make available (as provided in Section 2.5(d)) its Dollar Working Capital Facility Uncommitted Tranche Percentage of such requested Dollar Working Capital Facility Uncommitted Tranche Loan (in an amount determined pursuant to Section 2.5(d)) and (y) with respect to any Dollar Working Capital Facility Uncommitted Tranche Letter of Credit for which such Approving Lender is the Dollar Working Capital Facility Uncommitted Tranche Issuing Lender, renew or issue such Letter of Credit in an amount consistent with and as provided by Section 3.1(B) (ii) or with respect to any Approving Lender that is not the Borrower delivered applicable Dollar Working Capital Facility Uncommitted Tranche Issuing Lender, assume participations in such Dollar Working Capital Facility Uncommitted Tranche Letter of Credit as a Dollar Working Capital Facility Uncommitted Tranche L/C Participant in an amount consistent with and as provided by Section 3.6). From the Borrowing Notice or conversion or continuation notice, as applicable, for such Loan to the Administrative Agent prior to first date after the Conversion to Approving Lenders Date on and thereafter (or until the next Conversion to Approving Lenders Date, if any, at which such Lender delivered time one or more Dollar Working Capital Facility Uncommitted Tranche Lenders that had been Approving Lenders may become a Declining Lender Notice to the Administrative Agent; provided that for the avoidance Lender), all subsequent Dollar Working Capital Facility Uncommitted Tranche Loans and issuances of doubt, no Lender’s Participation Dollar Working Capital Facility Uncommitted Tranche Letters of Credit (or amendments or extensions of such Letters of Credit) shall be exceeded without its written consentmade unilaterally by the Approving Lenders in respect of such Conversion to Approving Lenders Date, and no Dollar Working Capital Facility Uncommitted Tranche Letter of Credit thereafter issued (or amended or extended) shall be participated in by the Declining Lenders in respect of such Conversion to Approving Lenders Date pursuant to Section 3.6. Each Approving Lender shall make available its Participation Percentage of any requested Loan (as provided in Section 2.1(a) and Section 2.2(c)).-157-

Election of Approving Lenders to Continue Funding. If as of 9:00 a.m. (New York City time) on any Business Day, the Administrative Agent receives a Declining Lender Notice for reasons other than a Default or an Event of Default from any Lender, such Lender shall be considered a “Declining Lender” with respect to (i) any Loans requested in any Borrowing Notice, (ii) any election to convert Daily Simple SOFR Eurocurrency Loans to Term SOFR Loans or ABR Loans, Term SOFR Loans to Daily Simple SOFR Loans or ABR Loans or ABR Loans to Daily Simple SOFR Loans or Term SOFR Eurocurrency Loans pursuant to Section 2.6(a) and (iii) any continuation of a Daily Simple SOFR Loan or Term SOFR Eurocurrency Loan made pursuant to Section 2.6(b), in each case delivered by the Borrower to the Administrative Agent on and after the Conversion to Approving Lenders Date on which such Lender delivered a Declining Lender Notice to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the other Lenders upon the receipt of any Declining Lender Notice. A Lender will be deemed to be an “Approving Lender” with respect to any Loan requested, any request for conversion from a Daily Simple SOFR Eurocurrency Loan to a Term SOFR Loan or an ABR Loan, a Term SOFR Loan to a Daily Simple SOFR Loan or an ABR Loan, or an ABR Loan to a Daily Simple SOFR Loan or Term SOFR Eurocurrency Loan or request for a continuation of a Daily Simple SOFR Loan or Term SOFR Eurocurrency Loan by the Borrower to be made on any date if (i) such Lender has not provided a Declining Lender Notice to the Administrative Agent as of 9:00 a.m. on such date or (ii) the Borrower delivered the Borrowing Notice or conversion or continuation notice, as applicable, for such Loan to the Administrative Agent prior to the Conversion to Approving Lenders Date on which such Lender delivered a Declining Lender Notice to the Administrative Agent; provided that for the avoidance of doubt, no Lender’s Participation shall be exceeded without its written consent. Each Approving Lender shall make available its Participation Percentage of any requested Loan (as provided in Section 2.1(a) and Section 2.2(c)).

Election of Approving Lenders to Continue Funding. (a) If the Administrative Agent receives a Declining Lender Notice from a Dollar Working Capital Facility Uncommitted Tranche Lender on any Business Day, it will promptly forward notice of the same to all other Dollar Working Capital Facility Uncommitted Tranche Lenders that are not then Declining Lenders. If as of 9:00 10:00 a.m. (New York City time) on any Business Day, (i) the Administrative Agent receives a Declining Lender Notice for reasons other than a Default or an Event of Default from any Lender, such Lender shall be considered a one or more Dollar Working Capital Facility Uncommitted Tranche Lenders (the “Declining Lender” with or “Declining Lenders” in respect to (i) any Loans requested in any Borrowing Notice, (ii) any election to convert Daily Simple SOFR Loans to Term SOFR Loans or ABR Loans, Term SOFR Loans to Daily Simple SOFR Loans or ABR Loans or ABR Loans to Daily Simple SOFR Loans or Term SOFR Loans pursuant to Section 2.6(a) and (iii) any continuation of a Daily Simple SOFR Loan or Term SOFR Loan made pursuant to Section 2.6(b), in each case delivered by the Borrower to the Administrative Agent on and after the such Conversion to Approving Lenders Date on which such Date) and (ii) the other Dollar Working Capital Facility Uncommitted Tranche Lender delivered a Declining Lender Notice or Dollar Working Capital Facility Uncommitted Tranche Lenders approve (or are deemed to approve as provided in this Section 4.22(a)) further Dollar Working Capital Facility Uncommitted Tranche Loans or the Administrative Agent. The further issuances of, extensions of, automatic renewal of or amendments to Dollar Working Capital Facility Uncommitted Tranche Letters of Credit, the Administrative Agent shall promptly notify the Borrower and the other Lenders upon the receipt of any Declining Lender NoticeDollar Working Capital Facility Uncommitted Tranche Lenders. A Lender will be deemed to be an “Approving Lender” with With respect to any Loan requestedConversion to Approving Lender Date, any request for conversion from a Daily Simple SOFR Loan to a Term SOFR Loan or an ABR Loan, a Term SOFR Loan to a Daily Simple SOFR Loan or an ABR Loan, or an ABR Loan to a Daily Simple SOFR Loan or Term SOFR Loan or request for a continuation of a Daily Simple SOFR Loan or Term SOFR Loan by the Borrower to be made on any date if (i) such Dollar Working Capital Facility Uncommitted Tranche Lender that has not provided a Declining Lender Notice to the Administrative Agent as of 9:00 10:00 a.m. on such date or (ii) shall automatically, without any action on the Borrower delivered the Borrowing Notice or conversion or continuation noticepart of any Person, as applicable, for be deemed an “Approving Lender” with respect to such Loan to the Administrative Agent prior to the Conversion to Approving Lenders Date on which such Lender delivered a Declining Lender Notice to the Administrative Agent; provided that for the avoidance of doubt, no Lender’s Participation shall be exceeded without its written consentDate. Each Approving Lender shall (x) with respect to any Dollar Working Capital Facility Uncommitted Tranche Loan, make available its Participation Percentage of any requested Loan (as provided in Section 2.1(a2.5(d)) its Dollar Working Capital Facility Uncommitted Tranche Percentage of such requested Dollar Working Capital Facility Uncommitted Tranche Loan (in an amount determined pursuant to Section 2.5(d)) and (y) with respect to any Dollar Working Capital Facility Uncommitted Tranche Letter of Credit for which such Approving Lender is the Dollar Working Capital Facility Uncommitted Tranche Issuing Lender, renew or issue such Letter of Credit in an amount consistent with and as provided by Section 2.2(c)).3.1(B) (or with respect USActive 56005294.156005294.9 -167-

Election of Approving Lenders to Continue Funding. (a) If the Administrative Agent receives a Declining Lender Notice from a Dollar Working Capital Facility Uncommitted Tranche Lender on any Business Day, it will promptly forward notice of the same to all other Dollar Working Capital Facility Uncommitted Tranche Lenders that are not then Declining Lenders. If as of 9:00 10:00 a.m. (New York City time) on any Business Day, (i) the Administrative Agent receives a Declining Lender Notice for reasons other than a Default or an Event of Default from any Lender, such Lender shall be considered a one or more Dollar Working Capital Facility Uncommitted Tranche Lenders (the “Declining Lender” with or “Declining Lenders” in respect to (i) any Loans requested in any Borrowing Notice, (ii) any election to convert Daily Simple SOFR Loans to Term SOFR Loans or ABR Loans, Term SOFR Loans to Daily Simple SOFR Loans or ABR Loans or ABR Loans to Daily Simple SOFR Loans or Term SOFR Loans pursuant to Section 2.6(a) and (iii) any continuation of a Daily Simple SOFR Loan or Term SOFR Loan made pursuant to Section 2.6(b), in each case delivered by the Borrower to the Administrative Agent on and after the such Conversion to Approving Lenders Date on which such Date) and (ii) the other Dollar Working Capital Facility Uncommitted Tranche Lender delivered a Declining Lender Notice or Dollar Working Capital Facility Uncommitted Tranche Lenders approve (or are deemed to approve as provided in this Section 4.22(a)) further Dollar Working Capital Facility Uncommitted Tranche Loans or the Administrative Agent. The further issuances of, extensions of, automatic renewal of or amendments to Dollar Working Capital Facility Uncommitted Tranche Letters of Credit, the Administrative Agent shall promptly notify the Borrower and the other Lenders upon the receipt of any Declining Lender NoticeDollar Working Capital Facility Uncommitted Tranche Lenders. A Lender will be deemed to be an “Approving Lender” with With respect to any Loan requestedConversion to Approving Lender Date, any request for conversion from a Daily Simple SOFR Loan to a Term SOFR Loan or an ABR Loan, a Term SOFR Loan to a Daily Simple SOFR Loan or an ABR Loan, or an ABR Loan to a Daily Simple SOFR Loan or Term SOFR Loan or request for a continuation of a Daily Simple SOFR Loan or Term SOFR Loan by the Borrower to be made on any date if (i) such Dollar Working Capital Facility Uncommitted Tranche Lender that has not provided a Declining Lender Notice to the Administrative Agent as of 9:00 10:00 a.m. on such date or (ii) shall automatically, without any action on the Borrower delivered the Borrowing Notice or conversion or continuation noticepart of any Person, as applicable, for be deemed an “Approving Lender” with respect to such Loan to the Administrative Agent prior to the Conversion to Approving Lenders Date on which such Lender delivered a Declining Lender Notice to the Administrative Agent; provided that for the avoidance of doubt, no Lender’s Participation shall be exceeded without its written consentDate. Each Approving Lender shall (x) with respect to any Dollar Working Capital Facility Uncommitted Tranche Loan, make available its Participation Percentage of any requested Loan (as provided in Section 2.1(a2.5(d)) its Dollar Working Capital Facility Uncommitted Tranche Percentage of such requested Dollar Working Capital Facility Uncommitted Tranche Loan (in an amount determined pursuant to Section 2.5(d)) and (y) with respect to any Dollar Working Capital Facility Uncommitted Tranche Letter of Credit for which such Approving Lender is the Dollar Working Capital Facility Uncommitted Tranche Issuing Lender, renew or issue such Letter of Credit in an amount consistent with and as provided by Section 2.2(c)).3.1(B) (or with respect to any Approving Lender that is not the applicable Dollar Working Capital Facility Uncommitted Tranche Issuing Lender, assume participations in such Dollar Working Capital Facility Uncommitted Tranche Letter of Credit as a