Common use of Procedure for Loan Borrowing Clause in Contracts

Procedure for Loan Borrowing. (a) The Borrower may, from time to time, borrow Loans on any Business Day, provided that the Borrower may borrow Loans (x) which are funded in respect of Commitments existing on the Closing Date on no more than three (3) occasions and only during the period beginning on the Closing Date through and excluding the Commitment Termination Date, (y) which are funded in respect of Commitments incurred pursuant to a Commitment Increase which becomes effective prior to the Commitment Termination Date on no more than one (1) occasion and only during the period beginning on the Closing Date through and excluding the Commitment Termination Date and (z) which are funded in respect of Commitments incurred pursuant to a Commitment Increase which becomes effective on or after the Commitment Termination Date on only one (1) occasion, provided further, that, in each case, the Borrower shall give the Administrative Agent irrevocable oral notice or written notice pursuant to a Notice of Borrowing, which shall be signed by the Borrower and shall specify therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing and (iv) Interest Period for the Loans comprising such Borrowing (in the case of any Borrowing of SOFR Loans): (i) not later than 1:00 P.M. (New York City time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing of SOFR Loans; (ii) not later than 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of the proposed Borrowing in the case of a Borrowing of Early Funding ABR Loans; and (iii) not later than 1:00 P.M. (New York City time) on the same Business Day of the proposed Borrowing in the case of a Borrowing of any other ABR Loans. With respect to any oral notice of borrowing given by the Borrower, the Borrower shall promptly thereafter confirm such notice in writing pursuant to a Notice of Borrowing. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank thereof. Each Bank shall, before 3:00 P.M. (New York City time) on the requested Borrowing Date, make available to the Administrative Agent at the Funding Office, in immediately available funds, such Bank’s applicable Loan Percentage of such Borrowing; provided, however, that, in the event of a requested ABR Loan with respect to which the Borrower has delivered its Notice of Borrowing on the Business Day immediately preceding the requested Borrowing Date (an “Early Funding ABR Loan”), each Bank shall make its applicable Loan Percentage of such Borrowing available before 10:00 A.M. (New York City time) on the requested Borrowing Date. The Administrative Agent shall, no later than 4:00 P.M. (New York City time) on such date (or no later than 11:00 A.M. (New York City time), in the case of an Early Funding ABR Loan), make available to the Borrower the proceeds of the Loans received by the Administrative Agent hereunder by crediting such account of the Borrower which the Administrative Agent and the Borrower shall from time to time designate. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Unless the Administrative Agent shall have received notice from a Bank at least two hours prior to the applicable time described in clause (a) above by which such Bank is required to deliver its funds to the Administrative Agent with respect to any Borrowing that such Bank will not make available to the Administrative Agent such Bank’s applicable Loan Percentage of such Borrowing, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.2(a) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If such amount is made available to the Administrative Agent on a date after such date of Borrowing, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount of such Bank’s applicable Loan Percentage of such Borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such date of Borrowing to the date on which such Bank’s applicable Loan Percentage of such Borrowing shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent submitted to any Bank with respect to any amounts owing under this Section 2.2(b) shall be conclusive in the absence of manifest error. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Loan as part of such Borrowing for purposes of this Agreement. If such Bank’s applicable Loan Percentage of such Borrowing is not in fact made available to the Administrative Agent by such Bank within one (1) Business Day of such date of Borrowing, the Administrative Agent shall be entitled to recover such amount with interest thereon at the rate per annum, equal to (i) the Alternate Base Rate (in the case of ABR Loans) or (ii) the Federal Funds Effective Rate (in the case of SOFR Loans), on demand, from the Borrower. (c) The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowing.

Procedure for Loan Borrowing. (a) The Borrower may, from time to time, may borrow Loans under the Commitments during the Commitment Period on any Business Day, provided that the Borrower may borrow Loans (x) which are funded in respect of Commitments existing on the Closing Date on no more than three (3) occasions and only during the period beginning on the Closing Date through and excluding the Commitment Termination Date, (y) which are funded in respect of Commitments incurred pursuant to a Commitment Increase which becomes effective prior to the Commitment Termination Date on no more than one (1) occasion and only during the period beginning on the Closing Date through and excluding the Commitment Termination Date and (z) which are funded in respect of Commitments incurred pursuant to a Commitment Increase which becomes effective on or after the Commitment Termination Date on only one (1) occasion, provided further, that, in each case, the Borrower shall give the Administrative Agent irrevocable oral notice or written (which notice pursuant to a Notice of Borrowing, which shall must be signed received by the Borrower and shall specify therein Administrative Agent prior to 12:00 Noon, New York City time, (a) three U.S. Government Securities Business Days prior to the requested (i) date of such BorrowingBorrowing Date, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing and (iv) Interest Period for the Loans comprising such Borrowing (in the case of Term Benchmark Loans (provided that any Borrowing such notice of SOFR Loans): borrowing of Term Benchmark Loans on the Closing Date, which notice may be subject to one or more conditions precedent including completion or occurrence of a transaction or event, such as an acquisition or refinancing, which conditions precedent (iif any) shall be stated in the notice, may be given not later than 1:00 P.M. 12:00 Noon, New York City time two U.S. Government Securities Business Days prior to the proposed borrowing), or (b) on the requested Borrowing Date, in the case of ABR Loans) (provided that any such notice of a borrowing of ABR Loans under the Facility to finance payments required by Section 3.5 may be given not later than 10:00 A.M., New York City time) , on the third U.S. Government Securities Business Day prior to the date of the proposed borrowing), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of a Borrowing Term Benchmark Loans, the respective amounts of SOFR Loans; (ii) not later than 1:00 P.M. (New York City time) on each such Type of Loan and the Business Day immediately preceding the date respective lengths of the proposed Borrowing initial Interest Period therefor; provided that, if such notice is submitted through an Approved Borrower Portal, the signature requirement may be waived at the sole discretion of the Administrative Agent. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of a Borrowing of Early Funding ABR Loans; and , $1,000,000 or a whole multiple thereof (iiior, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) not later than 1:00 P.M. and (New York City timey) on the same Business Day of the proposed Borrowing in the case of Term Benchmark Loans, $5,000,000 or a Borrowing whole multiple of any other ABR Loans. With respect to any oral notice of borrowing given by the Borrower, the Borrower shall promptly thereafter confirm such notice $1,000,000 in writing pursuant to a Notice of Borrowingexcess thereof. Upon receipt of any such noticenotice from the Borrower, the Administrative Agent shall promptly notify each Bank Lender thereof. Each Bank shall, before 3:00 P.M. (New York City time) on Lender will make the requested Borrowing Date, make amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding OfficeOffice prior to 12:00 Noon, in immediately available funds, such Bank’s applicable Loan Percentage of such Borrowing; provided, however, that, in the event of a requested ABR Loan with respect to which the Borrower has delivered its Notice of Borrowing on the Business Day immediately preceding the requested Borrowing Date (an “Early Funding ABR Loan”), each Bank shall make its applicable Loan Percentage of such Borrowing available before 10:00 A.M. (New York City time) , on the Borrowing Date requested Borrowing Date. The Administrative Agent shall, no later than 4:00 P.M. (New York City time) on such date (or no later than 11:00 A.M. (New York City time), in the case of an Early Funding ABR Loan), make available to by the Borrower the proceeds of the Loans received by the Administrative Agent hereunder by crediting such account of the Borrower which the Administrative Agent and the Borrower shall from time to time designate. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Unless the Administrative Agent shall have received notice from a Bank at least two hours prior to the applicable time described in clause (a) above by which such Bank is required to deliver its funds to the Administrative Agent with respect to any Borrowing that such Bank will not make available to the Administrative Agent such Bank’s applicable Loan Percentage of such Borrowing, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.2(a) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If such amount is made available to the Administrative Agent on a date after such date of Borrowing, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount of such Bank’s applicable Loan Percentage of such Borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such date of Borrowing to the date on which such Bank’s applicable Loan Percentage of such Borrowing shall have become immediately available to the Administrative Agent and Agent. Such borrowing will then be made available to the denominator of which is 360. A certificate of Borrower by the Administrative Agent submitted to any Bank with respect to any amounts owing under this Section 2.2(b) shall be conclusive in crediting the absence account of manifest error. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Loan as part Borrower on the books of such Borrowing for purposes office with the aggregate of this Agreement. If such Bank’s applicable Loan Percentage of such Borrowing is not in fact the amounts made available to the Administrative Agent by such Bank within one (1) Business Day of such date of Borrowing, the Lenders and in like funds as received by the Administrative Agent shall be entitled to recover such amount with interest thereon at the rate per annum, equal to (i) the Alternate Base Rate (in the case of ABR Loans) or (ii) the Federal Funds Effective Rate (in the case of SOFR Loans), on demand, from the BorrowerAgent. (c) The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowing.

Procedure for Loan Borrowing. (a) The A Borrower may, from time to time, may borrow Loans under the Commitments during the Commitment Period on any Business Day, provided that the Parent Borrower may borrow Loans (xon its own behalf or on behalf of any Subsidiary Borrower) which are funded in respect of Commitments existing on the Closing Date on no more than three (3) occasions and only during the period beginning on the Closing Date through and excluding the Commitment Termination Date, (y) which are funded in respect of Commitments incurred pursuant to a Commitment Increase which becomes effective prior to the Commitment Termination Date on no more than one (1) occasion and only during the period beginning on the Closing Date through and excluding the Commitment Termination Date and (z) which are funded in respect of Commitments incurred pursuant to a Commitment Increase which becomes effective on or after the Commitment Termination Date on only one (1) occasion, provided further, that, in each case, the Borrower shall give the Administrative Agent irrevocable oral notice or written (which notice pursuant to a Notice of Borrowing, which shall must be signed received by the Borrower and shall specify therein Administrative Agent prior to 12:00 noon, Local Time, (a) three Business Days prior to the requested (i) date of such BorrowingBorrowing Date, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing and (iv) Interest Period for the Loans comprising such Borrowing (in the case of any Borrowing of SOFR Loans): Eurocurrency Loans or (ib) not later than 1:00 P.M. (New York City time) on the third U.S. Government Securities one Business Day prior to the date of the proposed requested Borrowing Date, in the case of ABR Loans) (provided that any such notice of a Borrowing borrowing of SOFR Loans; (ii) ABR Loans under the Revolving Facility to finance payments required by Section 3.5 may be given not later than 1:00 P.M. (New York City time) 11:00 A.M., Local Time, on the Business Day immediately preceding the date of the proposed borrowing), specifying (i) the amount, currency and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of a Borrowing Eurocurrency Loans, the respective amounts of Early Funding each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans; and . Each borrowing under the Commitments shall be in an amount equal to (iiix) not later than 1:00 P.M. (New York City time) on the same Business Day of the proposed Borrowing in the case of a Borrowing of any other ABR Loans. With respect to any oral notice , $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of borrowing given by Eurocurrency Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or in the case of Multicurrency Loans, the approximate Dollar Equivalent thereof); provided, that the Swingline Lender may request, on behalf of the Parent Borrower, borrowings under the Borrower shall promptly thereafter confirm such notice Commitments that are ABR Loans in writing other amounts pursuant to a Notice of BorrowingSection 2.4. Upon receipt of any such noticenotice from the Parent Borrower, the Administrative Agent shall promptly notify each Bank Lender thereof. Each Bank shall, before 3:00 P.M. (New York City time) on Lender will make the requested Borrowing Date, make amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the relevant Borrower at the Funding OfficeOffice prior to 12:00 Noon, in immediately available fundsLocal Time, such Bank’s applicable Loan Percentage of such Borrowing; provided, however, that, in the event of a requested ABR Loan with respect to which the Borrower has delivered its Notice of Borrowing on the Business Day immediately preceding the requested Borrowing Date (an “Early Funding ABR Loan”), each Bank shall make its applicable Loan Percentage of such Borrowing available before 10:00 A.M. (New York City time) on the requested Borrowing Date. The Administrative Agent shall, no later than 4:00 P.M. (New York City time) on such date (or no later than 11:00 A.M. (New York City time), in the case of an Early Funding ABR Loan), make available to the Borrower the proceeds of the Loans received by the Administrative Agent hereunder by crediting such account of the Parent Borrower which the Administrative Agent and the Borrower shall from time to time designate. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Unless the Administrative Agent shall have received notice from a Bank at least two hours prior to the applicable time described in clause (a) above by which such Bank is required to deliver its funds to the Administrative Agent with respect to any Borrowing that such Bank will not make available to the Administrative Agent such Bank’s applicable Loan Percentage of such Borrowing, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.2(a) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If such amount is made available to the Administrative Agent on a date after such date of Borrowing, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount of such Bank’s applicable Loan Percentage of such Borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such date of Borrowing to the date on which such Bank’s applicable Loan Percentage of such Borrowing shall have become immediately available to the Administrative Agent and Agent. Such borrowing will then be made available to the denominator of which is 360. A certificate of relevant Borrower by the Administrative Agent submitted to any Bank with respect to any amounts owing under this Section 2.2(b) shall be conclusive in crediting the absence of manifest error. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Loan as part account of such Borrowing for purposes of this Agreement. If such Bank’s applicable Loan Percentage Borrower on the books of such Borrowing is not in fact office with the aggregate of the amounts made available to the Administrative Agent by such Bank within one (1) Business Day of such date of Borrowing, the Lenders and in like funds as received by the Administrative Agent shall be entitled to recover such amount with interest thereon at the rate per annum, equal to (i) the Alternate Base Rate (in the case of ABR Loans) or (ii) the Federal Funds Effective Rate (in the case of SOFR Loans), on demand, from the BorrowerAgent. (c) The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowing.

Procedure for Loan Borrowing. (a) The Borrower may, from time to time, may borrow Loans on any Business Daythe Closing Date, provided that the Borrower may borrow Loans (x) which are funded in respect of Commitments existing on the Closing Date on no more than three (3) occasions and only during the period beginning on the Closing Date through and excluding the Commitment Termination Date, (y) which are funded in respect of Commitments incurred pursuant to a Commitment Increase which becomes effective prior to the Commitment Termination Date on no more than one (1) occasion and only during the period beginning on the Closing Date through and excluding the Commitment Termination Date and (z) which are funded in respect of Commitments incurred pursuant to a Commitment Increase which becomes effective on or after the Commitment Termination Date on only one (1) occasion, provided further, that, in each case, the Borrower shall give the Administrative Agent irrevocable oral notice or written notice pursuant to a Notice of Borrowing, which shall be signed by the Borrower and shall specify therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing and (iv) Interest Period for the Loans comprising such Borrowing (in the case of any Borrowing of SOFR Loans): ): (i) not later than 1:00 P.M. (New York City time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing of SOFR Loans; ; (ii) not later than 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of the proposed Borrowing in the case of a Borrowing of Early Funding ABR Loans; and and (iii) not later than 1:00 P.M. (New York City time) on the same Business Day of the proposed Borrowing in the case of a Borrowing of any other ABR Loans. With respect to any oral notice of borrowing given by the Borrower, the Borrower shall promptly thereafter confirm such notice in writing pursuant to a Notice of Borrowing. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank thereof. Each Bank shall, before 3:00 P.M. (New York City time) on the requested Borrowing Date, make available to the Administrative Agent at the Funding Office, in immediately available funds, such Bank’s applicable Loan Percentage of such Borrowing; provided, however, that, in the event of a requested ABR Loan with respect to which the Borrower has delivered its Notice of Borrowing on the Business Day immediately preceding the requested Borrowing Date (an “Early Funding ABR Loan”), each Bank shall make its applicable Loan Percentage of such Borrowing available before 10:00 A.M. (New York City time) on the requested Borrowing Date. The Administrative Agent shall, no later than 4:00 P.M. (New York City time) on such date (or no later than 11:00 A.M. (New York City time), in the case of an Early Funding ABR Loan), make available to the Borrower the proceeds of the Loans received by the Administrative Agent hereunder by crediting such account of the Borrower which the Administrative Agent and the Borrower shall from time to time designate. Each Notice of Borrowing shall be irrevocable and binding on the Borrower.any (b) Unless the Administrative Agent shall have received notice from a Bank at least two hours prior to the applicable time described in clause (a) above by which such Bank is required to deliver its funds to the Administrative Agent with respect to any Borrowing that such Bank will not make available to the Administrative Agent such Bank’s applicable Loan Percentage of such Borrowing, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.2(a) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If such amount is made available to the Administrative Agent on a date after such date of Borrowing, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount of such Bank’s applicable Loan Percentage of such Borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such date of Borrowing to the date on which such Bank’s applicable Loan Percentage of such Borrowing shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent submitted to any Bank with respect to any amounts owing under this Section 2.2(b) shall be conclusive in the absence of manifest error. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Loan as part of such Borrowing for purposes of this Agreement. If such Bank’s applicable Loan Percentage of such Borrowing is not in fact made available to the Administrative Agent by such Bank within one (1) Business Day of such date of Borrowing, the Administrative Agent shall be entitled to recover such amount with interest thereon at the rate per annum, equal to (i) the Alternate Base Rate (in the case of ABR Loans) or (ii) the Federal Funds Effective Rate (in the case of SOFR Loans), on demand, from the Borrower. (c) The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowing.

Procedure for Loan Borrowing. (a) The Borrower may, from time to time, may borrow Loans on any Business Day, the Closing Date; provided that the Borrower may borrow Loans (x) which are funded in respect of Commitments existing on the Closing Date on no more than three (3) occasions and only during the period beginning on the Closing Date through and excluding the Commitment Termination Date, (y) which are funded in respect of Commitments incurred pursuant to a Commitment Increase which becomes effective prior to the Commitment Termination Date on no more than one (1) occasion and only during the period beginning on the Closing Date through and excluding the Commitment Termination Date and (z) which are funded in respect of Commitments incurred pursuant to a Commitment Increase which becomes effective on or after the Commitment Termination Date on only one (1) occasion, provided further, that, in each case, the Borrower shall give the Administrative Agent irrevocable oral notice or written notice pursuant to a Notice of Borrowing, which shall be signed by the Borrower and shall specify therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing and (iv) Interest Period for the Loans comprising such Borrowing (in the case of any Borrowing of SOFR Eurodollar Rate Loans): (i) not later than 1:00 P.M. (New York City time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing of SOFR Eurodollar Rate Loans; (ii) not later than 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of the proposed Borrowing in the case of a Borrowing of Early Funding ABR Loans; and (iii) not later than 1:00 P.M. (New York City time) on the same Business Day of the proposed Borrowing in the case of a Borrowing of any other ABR Loans. With respect to any oral notice of borrowing given by the Borrower, the Borrower shall promptly thereafter confirm such notice in writing pursuant to a Notice of Borrowing. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank thereof. Each Bank shall, before 3:00 P.M. (New York City time) on the requested Borrowing Date, make available to the Administrative Agent at the Funding Office, in immediately available funds, such Bank’s applicable Loan Percentage of such Borrowing; provided, however, that, in the event of a requested ABR Loan with respect to which the Borrower has delivered its Notice of Borrowing on the Business Day immediately preceding the requested Borrowing Date (an “Early Funding ABR Loan”), each Bank shall make its applicable Loan Percentage of such Borrowing available before 10:00 A.M. (New York City time) on the requested Borrowing Date. The Administrative Agent shall, no later than 4:00 P.M. (New York City time) on such date (or no later than 11:00 A.M. (New York City time), in the case of an Early Funding ABR Loan), make available to the Borrower the proceeds of the Loans received by the Administrative Agent hereunder by crediting such account of the Borrower which the Administrative Agent and the Borrower shall from time to time designate. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Unless the Administrative Agent shall have received notice from a Bank at least two hours prior to the applicable time described in clause (a) above by which such Bank is required to deliver its funds to the Administrative Agent with respect to any Borrowing that such Bank will not make available to the Administrative Agent such Bank’s applicable Loan Percentage of such Borrowing, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.2(a) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If such amount is made available to the Administrative Agent on a date after such date of Borrowing, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount of such Bank’s applicable Loan Percentage of such Borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such date of Borrowing to the date on which such Bank’s applicable Loan Percentage of such Borrowing shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent submitted to any Bank with respect to any amounts owing under this Section 2.2(b) shall be conclusive in the absence of manifest error. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Loan as part of such Borrowing for purposes of this Agreement. If such Bank’s applicable Loan Percentage of such Borrowing is not in fact made available to the Administrative Agent by such Bank within one (1) Business Day of such date of Borrowing, the Administrative Agent shall be entitled to recover such amount with interest thereon at the rate per annum, equal to (i) the Alternate Base Rate (in the case of ABR Loans) or (ii) the Federal Funds Effective Rate (in the case of SOFR Eurodollar Rate Loans), on demand, from the Borrower. (c) The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowing.

Procedure for Loan Borrowing. (a) The Borrower maymay borrow under the ---------------------------- Commitments during the Tranche A Commitment Period or Tranche B Commitment Period, from time to timewhichever is applicable, borrow Loans on any Business Day, provided that the Borrower may borrow Loans (x) which are funded in respect of Commitments existing on the Closing Date on no more than three (3) occasions and only during the period beginning on the Closing Date through and excluding the Commitment Termination Date, (y) which are funded in respect of Commitments incurred pursuant to a Commitment Increase which becomes effective prior to the Commitment Termination Date on no more than one (1) occasion and only during the period beginning on the Closing Date through and excluding the Commitment Termination Date and (z) which are funded in respect of Commitments incurred pursuant to a Commitment Increase which becomes effective on or after the Commitment Termination Date on only one (1) occasion, provided further, that, in each case, the Borrower shall give the Administrative Agent irrevocable oral notice or written (which notice pursuant to a Notice of Borrowing, which shall must be signed received by the Borrower and shall specify therein Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested (i) date of such BorrowingBorrowing Date, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing and (iv) Interest Period for the Loans comprising such Borrowing (in the case of any Borrowing of SOFR Eurodollar Loans): , or (ib) not later than 1:00 P.M. (New York City time) on the third U.S. Government Securities one Business Day prior to the date of the proposed requested Borrowing Date, in the case of a Borrowing Base Rate Loans), specifying (i) the amount and Type of SOFR Loans; Loans to be borrowed, (ii) not later than 1:00 P.M. the requested Borrowing Date and (New York City timeiii) on the Business Day immediately preceding the date of the proposed Borrowing in the case of Eurodollar Loans, the respective lengths of the initial Interest Period therefore (each, a Borrowing "Notice of Early Funding ABR Loans; and (iii) not later than 1:00 P.M. (New York City time) Borrowing"). Any Loans made on the same Business Day of Closing Date shall initially be Base Rate Loans. Each borrowing under the proposed Borrowing Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $1,000,000 or a Borrowing whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of any other ABR Eurodollar Loans. With respect to any oral notice , $1,000,000 or a whole multiple of borrowing given by the Borrower, the Borrower shall promptly thereafter confirm such notice $1,000,000 in writing pursuant to a Notice of Borrowingexcess thereof. Upon receipt of any such noticenotice from the Borrower, the Administrative Agent shall promptly notify each Bank Tranche A Lender and/or Tranche B Lender (as applicable) thereof. Each Bank shallTranche A Lender and/or Tranche B Lender, before 3:00 P.M. (New York City time) on as applicable, will make the requested Borrowing Date, make amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding OfficeOffice prior to 12:00 Noon, in immediately available funds, such Bank’s applicable Loan Percentage of such Borrowing; provided, however, that, in the event of a requested ABR Loan with respect to which the Borrower has delivered its Notice of Borrowing on the Business Day immediately preceding the requested Borrowing Date (an “Early Funding ABR Loan”), each Bank shall make its applicable Loan Percentage of such Borrowing available before 10:00 A.M. (New York City time) , on the Borrowing Date requested Borrowing Date. The Administrative Agent shall, no later than 4:00 P.M. (New York City time) on such date (or no later than 11:00 A.M. (New York City time), in the case of an Early Funding ABR Loan), make available to by the Borrower the proceeds of the Loans received by the Administrative Agent hereunder by crediting such account of the Borrower which the Administrative Agent and the Borrower shall from time to time designate. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Unless the Administrative Agent shall have received notice from a Bank at least two hours prior to the applicable time described in clause (a) above by which such Bank is required to deliver its funds to the Administrative Agent with respect to any Borrowing that such Bank will not make available to the Administrative Agent such Bank’s applicable Loan Percentage of such Borrowing, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.2(a) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If such amount is made available to the Administrative Agent on a date after such date of Borrowing, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount of such Bank’s applicable Loan Percentage of such Borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such date of Borrowing to the date on which such Bank’s applicable Loan Percentage of such Borrowing shall have become immediately available to the Administrative Agent and the denominator Agent. The proceeds of which is 360. A certificate of each such Loan shall be disbursed by the Administrative Agent submitted in accordance with instructions provided by the Borrower in each Notice of Borrowing, which, if so specified in the applicable Notice of Borrowing, may be used to any Bank repay (1) with respect to any amounts owing under this Section 2.2(b) shall be conclusive in the absence of manifest error. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Loan as part of such Borrowing for purposes of this Agreement. If such Bank’s applicable Loan Percentage of such Borrowing is not in fact made available to the Administrative Agent by such Bank within one (1) Business Day of such date of BorrowingTranche A Loans, the Administrative Agent shall be entitled Borrower's Reimbursement Obligations in respect of a drawing under a Tranche A Letter of Credit and (2) with respect to recover such amount with interest thereon at the rate per annumTranche B Loans, equal to (i) the Alternate Base Rate (in the case of ABR Loans) or (ii) the Federal Funds Effective Rate (in the case of SOFR Loans), on demand, from the Borrower's Reimbursement Obligations in respect of a drawing under a Tranche B Letter of Credit. (c) The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowing.

Procedure for Loan Borrowing. (a) The Borrower may, from time to time, may borrow Loans under the Commitments during the Commitment Period on any Business Day, provided that the Borrower may borrow Loans (x) which are funded in respect of Commitments existing on the Closing Date on no more than three (3) occasions and only during the period beginning on the Closing Date through and excluding the Commitment Termination Date, (y) which are funded in respect of Commitments incurred pursuant to a Commitment Increase which becomes effective prior to the Commitment Termination Date on no more than one (1) occasion and only during the period beginning on the Closing Date through and excluding the Commitment Termination Date and (z) which are funded in respect of Commitments incurred pursuant to a Commitment Increase which becomes effective on or after the Commitment Termination Date on only one (1) occasion, provided further, that, in each case, the Borrower shall give the Administrative Agent irrevocable oral notice or written (which notice pursuant must be received by (a) the Administrative Agent prior to a Notice of Borrowing11:00 A.M., which shall be signed by the Borrower and shall specify therein New York City time, three (3) U.S. Government Securities Business Days prior to the requested Borrowing Date, in the case of Daily Simple SOFR Loans denominated in the Base Currency, (b) the Administrative Agent (London Office) prior to 11:00 A.M., London time, four (4) Business Days prior to the requested Borrowing Date, in the case of Euribor Rate Loans denominated in the Optional Currency, or (c) the Administrative Agent prior to 11:00 A.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans), specifying (i) date the amount and Type of such BorrowingLoans to be borrowed, (ii) Type of whether such Loans comprising such Borrowingare to be denominated in the Base Currency or in the Optional Currency, (iii) aggregate amount of such the requested Borrowing Date and (iv) Interest Period for the Loans comprising such Borrowing (in the case of any Borrowing of Daily Simple SOFR Loans and Euribor Rate Loans): (i) not later than 1:00 P.M. (New York City time) on , the third U.S. Government Securities Business Day prior to the date length of the proposed Borrowing initial Interest Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a Borrowing of SOFR Loans; whole multiple thereof (iior, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount), (y) not later than 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of the proposed Borrowing in the case of Daily Simple SOFR Loans denominated in the Base Currency, $5,000,000 or a Borrowing whole multiple of Early Funding ABR Loans; and $1,000,000 in excess thereof and (iiiz) not later than 1:00 P.M. (New York City time) on the same Business Day of the proposed Borrowing in the case of Euribor Rate Loans denominated in the Optional Currency, EUR 5,000,000 or a Borrowing whole multiple of any other ABR Loans. With respect to any oral notice of borrowing given by the Borrower, the Borrower shall promptly thereafter confirm such notice EUR 1,000,000 in writing pursuant to a Notice of Borrowingexcess thereof. Upon receipt of any such noticenotice from the Borrower, the Administrative Agent shall promptly notify each Bank Lender thereof. Each Bank shall, before 3:00 P.M. (New York City time) on Lender will make the requested Borrowing Date, make amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding OfficeOffice prior to 2:00 P.M., in immediately available funds, such Bank’s applicable Loan Percentage of such Borrowing; provided, however, that, in New York City time (the event of a requested ABR Loan with respect to which the Borrower has delivered its Notice of “Borrowing on the Business Day immediately preceding the requested Borrowing Date (an “Early Funding ABR LoanTime”), on the Borrowing Date requested by the Borrower, in each Bank shall make its applicable Loan Percentage of such Borrowing case in funds immediately available before 10:00 A.M. (in Euros or Dollars, as the case may be, to the Administrative Agent. Such borrowing will then be made available at 2:00 P.M., New York City time) time on the requested Borrowing Date. The Administrative Agent shall, no later than 4:00 P.M. (New York City time) on such date (or no later than 11:00 A.M. (New York City time), in the case of an Early Funding ABR Loan), make available Date to the Borrower the proceeds of the Loans received by the Administrative Agent hereunder by crediting such the account of the Borrower which the Administrative Agent and the Borrower shall from time to time designate. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Unless the Administrative Agent shall have received notice from a Bank at least two hours prior to the applicable time described in clause (a) above by which such Bank is required to deliver its funds to the Administrative Agent with respect to any Borrowing that such Bank will not make available to the Administrative Agent such Bank’s applicable Loan Percentage books of such Borrowing, office with the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.2(a) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If such amount is made available to the Administrative Agent on a date after such date of Borrowing, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount of such Bank’s applicable Loan Percentage of such Borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such date of Borrowing to the date on which such Bank’s applicable Loan Percentage of such Borrowing shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate aggregate of the Administrative Agent submitted to any Bank with respect to any amounts owing under this Section 2.2(b) shall be conclusive in the absence of manifest error. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Loan as part of such Borrowing for purposes of this Agreement. If such Bank’s applicable Loan Percentage of such Borrowing is not in fact made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. Should any such Bank within one (1) Business Day borrowing notice from the Borrower indicate an account on the books of such date of Borrowinganother bank or financial institution, the Administrative Agent shall be entitled transfer the amounts described in such borrowing notice to recover such amount with interest thereon at the rate per annum, equal to (i) the Alternate Base Rate (in the case account within a reasonable period of ABR Loans) or (ii) the Federal Funds Effective Rate (in the case of SOFR Loans), on demand, from the Borrowertime. (c) The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowing.

Procedure for Loan Borrowing. (a) The Borrower may, from time to time, borrow Loans on any Business Day, provided that To request the Borrower may borrow Loans (x) which are funded in respect of Commitments existing Borrowing on the Closing Date on no more than three (3) occasions and only during the period beginning on the Closing Date through and excluding the Commitment Termination Date, (y) which are funded in respect of Commitments incurred pursuant to a Commitment Increase which becomes effective prior to the Commitment Termination Date on no more than one (1) occasion and only during the period beginning on the Closing Date through and excluding the Commitment Termination Date and (z) which are funded in respect of Commitments incurred pursuant to a Commitment Increase which becomes effective on or after the Commitment Termination Date on only one (1) occasion, provided further, that, in each case, the Borrower shall give notify the Administrative Agent irrevocable oral notice or written notice pursuant to a Notice of Borrowing, which shall be signed by the Borrower and shall specify therein the requested (i) date of such Borrowing, request by telephone (iix) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing and (iv) Interest Period for the Loans comprising such Borrowing (in the case of any a Eurocurrency Borrowing of SOFR Loans): (i) not later than 1:00 P.M. (11:00 a.m., New York City time) on the third U.S. Government Securities , three Business Day prior to Days before the date of the proposed Borrowing or (y) in the case of an ABR Borrowing, not later than 12:00 Noon, New York City time, on the date of the proposed Borrowing. Such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile (or in any other manner approved pursuant to Section 9.01(b)) to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of SOFR Loansthe requested Borrowing; (ii) not later than 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of the proposed Borrowing in the case of a Borrowing of Early Funding ABR Loans; and (iii) not later than 1:00 P.M. (New York City time) on the same Business Day of the proposed Borrowing in the case of a Borrowing of any other ABR Loans. With respect to any oral notice of borrowing given by the Borrower, the Borrower shall promptly thereafter confirm such notice in writing pursuant to a Notice of Borrowing. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank thereof. Each Bank shall, before 3:00 P.M. (New York City time) on the requested Borrowing Date, make available to the Administrative Agent at the Funding Office, in immediately available funds, such Bank’s applicable Loan Percentage of such Borrowing; provided, however, that, in the event of a requested ABR Loan with respect to which the Borrower has delivered its Notice of Borrowing on the Business Day immediately preceding the requested Borrowing Date (an “Early Funding ABR Loan”), each Bank shall make its applicable Loan Percentage of such Borrowing available before 10:00 A.M. (New York City time) on the requested Borrowing Date. The Administrative Agent shall, no later than 4:00 P.M. (New York City time) on such date (or no later than 11:00 A.M. (New York City time), in the case of an Early Funding ABR Loan), make available to the Borrower the proceeds of the Loans received by the Administrative Agent hereunder by crediting such account of the Borrower which the Administrative Agent and the Borrower shall from time to time designate. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Unless the Administrative Agent shall have received notice from a Bank at least two hours prior to the applicable time described in clause (a) above by which such Bank is required to deliver its funds to the Administrative Agent with respect to any Borrowing that such Bank will not make available to the Administrative Agent such Bank’s applicable Loan Percentage of such Borrowing, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.2(a) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If such amount is made available to the Administrative Agent on a date after such date of Borrowing, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount of such Bank’s applicable Loan Percentage of such Borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such date of Borrowing to the date on which such Bank’s applicable Loan Percentage of such Borrowing shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent submitted to any Bank with respect to any amounts owing under this Section 2.2(b) shall be conclusive in the absence of manifest error. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Loan as part of such Borrowing for purposes of this Agreement. If such Bank’s applicable Loan Percentage of such Borrowing is not in fact made available to the Administrative Agent by such Bank within one (1) Business Day of such date of Borrowing, the Administrative Agent shall be entitled to recover such amount with interest thereon at the rate per annum, equal to (i) the Alternate Base Rate (in the case of ABR Loans) or (ii) the Federal Funds Effective Rate (in the case of SOFR Loans), on demand, from the Borrower. (c) The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Bank which shall be responsible for a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; (iv) in the failure case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any other Bank requested Eurocurrency Borrowing, then the Borrower shall be deemed to make have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made by such other Bank on as part of the date of any requested Borrowing.

Procedure for Loan Borrowing. (a) The Borrower may, from time to time, may borrow Loans on any Business Daythe Closing Date, provided that the Borrower may borrow Loans (x) which are funded in respect of Commitments existing on the Closing Date on no more than three (3) occasions and only during the period beginning on the Closing Date through and excluding the Commitment Termination Date, (y) which are funded in respect of Commitments incurred pursuant to a Commitment Increase which becomes effective prior to the Commitment Termination Date on no more than one (1) occasion and only during the period beginning on the Closing Date through and excluding the Commitment Termination Date and (z) which are funded in respect of Commitments incurred pursuant to a Commitment Increase which becomes effective on or after the Commitment Termination Date on only one (1) occasion, provided further, that, in each case, the Borrower shall give the Administrative Agent irrevocable oral notice or written notice pursuant to a notice of borrowing, in substantially the form of Exhibit A hereto (“Notice of Borrowing”), which shall be signed by the Borrower and shall specify therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing and (iv) Interest Period for the Loans comprising such Borrowing (in the case of any Borrowing of SOFR Loans): (i) not later than 1:00 P.M. (New York City time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing of SOFR Loans; (ii) not later than 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of the proposed Borrowing in the case of a Borrowing of Early Funding ABR Loans; and (iii) not later than 1:00 P.M. (New York City time) on the same Business Day of the proposed Borrowing in the case of a Borrowing of any other ABR Loans. With respect to any oral notice of borrowing given by the Borrower, the Borrower shall promptly thereafter confirm such notice in writing pursuant to a Notice of Borrowing. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank thereof. Each Bank shall, before 3:00 P.M. (New York City time) on the requested Borrowing Date, make available to the Administrative Agent at the Funding Office, in immediately available funds, such Bank’s applicable Loan Percentage of such Borrowing; provided, however, that, in the event of a requested ABR Loan with respect to which the Borrower has delivered its Notice of Borrowing on the Business Day immediately preceding the requested Borrowing Date (an “Early Funding ABR Loan”), each Bank shall make its applicable Loan Percentage of such Borrowing available before 10:00 A.M. (New York City time) on the requested Borrowing Date. The Administrative Agent shall, no later than 4:00 P.M. (New York City time) on such date (or no later than 11:00 A.M. (New York City time), in the case of an Early Funding ABR Loan), make available to the Borrower the proceeds of the Loans received by the Administrative Agent hereunder by crediting such account of the Borrower which the Administrative Agent and the Borrower shall from time to time designate. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Unless the Administrative Agent shall have received notice from a Bank at least two hours prior to the applicable time described in clause (a) above by which such Bank is required to deliver its funds to the Administrative Agent with respect to any Borrowing that such Bank will not make available to the Administrative Agent such Bank’s applicable Loan Percentage of such Borrowing, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.2(a) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If such amount is made available to the Administrative Agent on a date after such date of Borrowing, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount of such Bank’s applicable Loan Percentage of such Borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such date of Borrowing to the date on which such Bank’s applicable Loan Percentage of such Borrowing shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent submitted to any Bank with respect to any amounts owing under this Section 2.2(b) shall be conclusive in the absence of manifest error. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Loan as part of such Borrowing for purposes of this Agreement. If such Bank’s applicable Loan Percentage of such Borrowing is not in fact made available to the Administrative Agent by such Bank within one (1) Business Day of such date of Borrowing, the Administrative Agent shall be entitled to recover such amount with interest thereon at the rate per annum, equal to (i) the Alternate Base Rate (in the case of ABR Loans) or (ii) the Federal Funds Effective Rate (in the case of SOFR Loans), on demand, from the Borrower. (c) The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowing.