Common use of Request for Borrowing Clause in Contracts

Request for Borrowing. Each Borrowing, each conversion of Loans from one Type of Loan to the other, and each continuation of RFR Rate Loans shall be made upon a Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone or by electronic mail pursuant to, and in accordance with the terms of this Credit Agreement. Each 38 LEGAL_US_E # 163726163.4 (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 (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of the Borrower). Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type of Loan to the other, or a continuation of RFR Rate Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); (C) the principal amount of Loans to be borrowed, converted or continued; (D) the Type of Loans to be borrowed or to which existing Loans are to be converted; (E) if applicable, the duration of the Interest Period with respect thereto; (F) to which account the proceeds of such Borrowing, conversion or continuation should be directed; (G) the applicable Borrower(s) and Fund Group(s) (and, in the case of a Borrowing by a Qualified Borrower, the identity of the Borrower(s) that will guaranty such Borrowing); (H) whether such Loan shall be denominated in Dollars or an Alternative Currency; and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Down. 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 Loans shall be made as, or converted to, RFR Rate Loans. Any such automatic conversion to RFR Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Alternate Base Rate Loans, it being understood that the Borrower may cause any Alternate Base Rate Loans to be converted to RFR Rate Loans at the end of an Interest Period upon three (3) Business Days prior written notice, and subject to the requirements set forth in this Agreement. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 7.01 and 7.02 have been satisfied on and as of the date of the applicable Borrowing, conversion or continuation.

Request for Borrowing. Each Borrowing, each conversion of Loans from one Type of Loan to the other, and each continuation of RFR LIBOR Rate Loans shall be made upon a the Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone or electronic mail. Each such notice must be received by Administrative Agent not later than 10:00 a.m. at least: (i) one (1) Business Day prior to the requested date of any Borrowing of, conversion to or continuation of LIBOR Rate Loans or of any conversion of LIBOR Rate Loans to Base Rate Loans; and (ii) on the same day of requested date of any Borrowing of Base Rate Loans. Each telephonic or electronic mail notice by the Borrower pursuant to, and in accordance with the terms of to this Credit Agreement. Each 38 LEGAL_US_E # 163726163.4Section 2.02 (a) must be confirmed promptly by delivery to Administrative Agent of a written Loan NoticeNotice (which may be delivered by electronic mail), appropriately completed and signed by a Responsible Officer of such Borrower (and each Loan Notice submitted accompanied by a Qualified Borrower must be countersigned by a Responsible Officer of an updated Borrowing Base Report detailing the Borrower)Available Revolving Amount calculated after giving effect to the requested Loans. Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type of Loan to the other, or a continuation of RFR LIBOR Rate Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); (C) the principal amount of Loans to be borrowed, converted or continued; (D) the Type of Loans to be borrowed or to which existing Loans are to be converted; (E) if applicable, the duration of the Interest Period with respect thereto; and (F) to which account the proceeds of such Borrowing, conversion or continuation Borrowing should be directed; (G) the applicable Borrower(s) and Fund Group(s) (and, in the case of a Borrowing by a Qualified Borrower, the identity of the Borrower(s) that will guaranty such Borrowing); (H) whether such Loan shall be denominated in Dollars or an Alternative Currency; and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Down. 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 (i) a conversion or continuationconversion, then the applicable Loans shall be made as, or converted to, RFR a LIBOR Rate LoansLoan with an Interest Period of one month, or (ii) a continuation, then the applicable Loan shall be continued as a LIBOR Rate Loan, with an Interest Period of one month. Any such automatic conversion to RFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Alternate Base LIBOR Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of LIBOR Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it being understood that the Borrower may cause any Alternate Base Rate Loans will be deemed to be converted to RFR Rate Loans at the end of have specified an Interest Period upon three (3) Business Days prior written notice, and subject to the requirements set forth in this Agreement. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 7.01 and 7.02 have been satisfied on and as of the date of the applicable Borrowing, conversion or continuationone month.

Request for Borrowing. Each Except with respect to Swingline Loans which are addressed in Section 2.07, each Borrowing, each conversion of Daily SOFR Loans or Term SOFR Loans or Base Rate Loans from one Type of Syndicated Loan to the otheranother, and each continuation of RFR Rate Term SOFR Loans shall be made upon a Borrowerthe applicable Borrower Party’s irrevocable written notice to Administrative Agent. Unless otherwise agreed by Administrative Agent, which may be given by telephone or by electronic mail pursuant to, and in accordance with the terms of this Credit Agreement. Each 38 LEGAL_US_E # 163726163.4 (a) each such notice must be confirmed promptly received by delivery to Administrative Agent not later than 11:00 a.m. at least: (i) three (3) Business Days prior to the requested date of any Borrowing other than for a written Base Rate Loan Notice, appropriately completed or Daily SOFR Loan; (ii) three (3) Business Days prior to the conversion of Base Rate Loans to another Type of Syndicated Loan or the continuation of Term SOFR Loans; and signed by a Responsible Officer (iii) one (1) Business Day prior to the requested date of Borrower (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer any Borrowing of the Borrower)Base Rate Loans or Daily SOFR Loans or of any conversion of Daily SOFR Loans or Term SOFR Loans to Base Rate Loans. Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower Party is requesting a Borrowing, a conversion of Loans from one a Daily SOFR Loan, Term SOFR Loan or Base Rate Loan to another Type of Loan to the otherSyndicated Loan, or a continuation of RFR Rate Term SOFR Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day, the “Loan Date”); (C) the principal amount of Syndicated Loans to be borrowed, converted or continued; (D) if any portion of such Borrowing is not to be funded by a Conduit Lender through the issuance of Commercial Paper, whether such portion of such Borrowing is to be funded instead as a Base Rate Loan, Daily SOFR Loan or Term SOFR Loan (it being understood that if any Conduit Lender elects to fund any portion of a Loan through its Liquidity Provider, such Conduit Lender’s Funding Agent shall determine whether such portion shall bear interest based on the Daily Simple SOFR, Term SOFR Rate or the Base Rate for the period prior to the time such portion of such Loan is funded through the issuance of Commercial Paper); (E) the Type of Syndicated Loans to be borrowed which any existing Daily SOFR Loans, Term SOFR Loans or to which existing Base Rate Loans are to be converted; (E) if applicable, the duration of the Interest Period with respect thereto; and (F) to which account the proceeds of such Borrowing, conversion or continuation should be directed; (G) the applicable Borrower(s) and Fund Group(s) (and, in the case of a Borrowing by a Qualified Borrower, the identity of the Borrower(s) that will guaranty such Borrowing); (H) whether such Loan shall be denominated in Dollars or an Alternative Currency; and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Down. If the a Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower Party fails to give a timely notice requesting a conversion or continuationcontinuation of a Term SOFR Loan, then the applicable Loans Loan shall be made ascontinued as a Term SOFR Loan with an Interest Period of one (1) month, or converted to, RFR Rate Loans. Any and such automatic conversion to RFR Rate Loans continuation shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Alternate Base Rate Loans, it being understood that the Term SOFR Loan. If a Borrower may cause any Alternate Base Rate Loans Party fails to be converted to RFR Rate Loans at the end of specify an Interest Period upon three (3) Business Days prior written noticewith respect to a Term SOFR Loan, and subject to the requirements set forth in this Agreement. Each Loan Notice submitted by the Borrower shall it will be deemed to be a representation and warranty that the conditions have specified in Sections 7.01 and 7.02 have been satisfied on and as an Interest Period of the date of the applicable Borrowing, conversion or continuationone (1) month.

Request for Borrowing. (a) Each Borrowing, each conversion of Loans from one Type of Base Rate Loan to the other, shall be made on a Business Day and each continuation SOFR Loan shall be made on a Business Day. (b) Each Loan or Letter of RFR Rate Loans Credit that is proposed to be made after the Closing Date shall be made upon written notice, by way of a Borrower’s irrevocable notice to Administrative AgentRequest for Borrowing, which may Request for Borrowing shall be irrevocable and shall be given by telephone or by telefacsimile, mail, electronic mail pursuant to(in a format bearing a copy of the signature(s) required thereon), or personal service, and in accordance with delivered to Agent at 000 X. Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, telefacsimile number (000) 000-0000, e-mail address xxxxxxx.xxxxxxxxx@xxx.xxx, as follows: (i) for a Base Rate Loan, Borrower shall give Agent notice at least one (1) Business Day prior to the terms date that is the requested Funding Date, and such notice shall specify that a Base Rate Loan is requested and state the amount thereof (subject to the provisions of this Credit Agreement. Each 38 LEGAL_US_E # 163726163.4Article II). (aii) must on and after November 12, 2021, the Borrower shall no longer be confirmed promptly entitled to request additional LIBOR Rate Loans, continue existing LIBOR Rate Loans, and the Lender Group shall be under no obligation to make or continue LIBOR Rate Loans. In connection with each LIBOR Rate Loan, Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense incurred by delivery to Administrative Agent or any Lender as a result of a written Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of the Borrower). Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower is requesting payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a Borrowingresult of an Event of Default), a conversion of Loans from one Type of Loan to the other, or a continuation of RFR Rate Loans; (B) the requested date conversion of any LIBOR Rate Loan other than on the last day of the BorrowingInterest Period applicable thereto, conversion or continuation, as the case may be (which shall be a Business Day); (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Request for Borrowing or Request for Conversion/Continuation delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”; provided, that, for the avoidance of doubt, Funding Losses shall not include any losses incurred under Section 2.6(f) or with respect to which Xxxxxxxx is required to reimburse Agent or any Lender under any other section of this Agreement). Funding Losses shall, with respect to Agent or any Lender, be deemed to equal the amount reasonably determined by Agent or such Lender to be the excess, if any, of (I) the amount of interest that would have accrued on the principal amount of Loans such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to be borrowedthe last day of the then current Interest Period therefor (or, converted in the case of a failure to borrow, convert, or continued; (D) continue, for the Type of Loans to be borrowed or to which existing Loans are to be converted; (E) if applicable, the duration of period that would have been the Interest Period with respect thereto; therefor), minus (FII) the amount of interest that would accrue on such principal amount for such period at the interest rate which Agent or such Lender would be offered were it to which account offer, at the proceeds commencement of such Borrowingperiod, conversion Dollar deposits of a comparable amount and period in the London interbank market. A certificate of Agent or continuation should a Lender delivered to Borrower setting forth any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.6(b)(ii) shall be directed; conclusive absent manifest error. (Giii) for a SOFR Loan, Borrower shall give Agent notice at least three (3) Business Days before the applicable Borrower(s) date the SOFR Loan is to be made, and Fund Group(s) (such notice shall specify that a SOFR Loan is requested and state the amount and, in the case of a Borrowing by a Qualified BorrowerTerm SOFR Loan, the identity of the Borrower(s) that will guaranty such Borrowing); (H) whether such Loan shall be denominated in Dollars or an Alternative Currency; and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Down. 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 Loans shall be made as, or converted to, RFR Rate Loans. Any such automatic conversion to RFR Rate Loans shall be effective as of the last day of the Interest Period thereof (subject to the provisions of this Article II). Each Request for Borrowing shall be deemed to be a request for a SOFR Loan unless such Request for Borrowing expressly requests a Base Rate Loan. At any time that an Event of Default has occurred and is continuing, Agent may convert, and shall convert if so requested by the Required Lenders, the interest rate on all outstanding SOFR Loans to the rate then applicable to Base Rate Loans hereunder. (c) If the notice provided for in effect clause (b) of this Section 2.6 with respect to the applicable Alternate a Base Rate LoansLoan or a SOFR Loan is received by Agent not later than 10 a.m. (Pacific Time), it being understood that on a Business Day such day shall be treated as the first Business Day of the required notice period. In any other event, such notice will be treated as having been received immediately before 10 a.m. (Pacific Time), of the next Business Day and such day shall be treated as the first Business Day of the required notice period. (d) Borrower may cause shall give Agent written notice of the commencement of any Alternate Base Rate Loans period the Minimum Investment Condition is not satisfied by telefacsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), or personal service, and delivered to be converted to RFR Rate Loans Agent at the end of an Interest Period upon 000 X. Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, telefacsimile number (000) 000-0000, e-mail address xxxxxxx.xxxxxxxxx@xxx.xxx, at least three (3) Business Days prior written noticeto the date the Minimum Investment Condition is not satisfied. (e) Promptly after receipt of a Request for Borrowing pursuant to Section 2.6(b), Agent shall notify the Lenders, not later than 1:00 p.m. (Pacific Time) on the Business Day immediately preceding the Funding Date applicable thereto (in the case of a Base Rate Loan), or the third Business Day preceding the Funding Date (in the case of a SOFR Loan), by telecopy, electronic mail (in a format bearing a copy of the signature(s) required thereon), telephone, or other similar form of transmission, of the requested Loan. Each Lender shall make the amount of such Xxxxxx’s Pro Rata Share of the requested Loan available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (Pacific Time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Loans, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring to the Designated Account immediately available funds equal to the proceeds that are requested by Xxxxxxxx to be sent to Borrower in the applicable Request for Borrowing; provided, however, that Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Loan if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Article III will not be satisfied on the requested Funding Date for the applicable Loan unless such condition has been waived, or (2) the requested Loan would exceed the Availability on such Funding Date. (f) Unless Agent receives notice from a Lender, prior to 9:00 a.m. (Pacific Time) on the date of such Loan, that such Lender will not make available as and when required hereunder to Agent for the account of Borrower the amount of that Xxxxxx’s Pro Rata Share of the Loan, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent any Lender (other than CNB) shall not have made its full amount available to Agent in immediately available funds and Agent in such circumstances has made available to Borrower such amount, that Lender shall on the Business Day following such Funding Date make such amount available to Agent, together with interest at the Defaulting Lender Rate for each day during such period. A notice submitted by Agent to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such Lender’s Loan on the date of such Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Loan, at a rate per annum equal to the interest rate applicable at the time to the Loans composing such Loan, without in any way prejudicing the rights and remedies of Borrower against the Defaulting Lender. The failure of any Lender to make any Loan on any Funding Date shall not relieve any other Lender of any obligation hereunder to make a Loan on such Funding Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on any Funding Date. (g) (i) Notwithstanding the provisions of Section 2.3(a)(ii), Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrower to Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments (i) first, to Issuing Lender to the extent of the portion of any payment made by Issuing Lender pursuant to a Letter of Credit that was required to be, but was not, paid by the Defaulting Lender, (ii) second, to each other non-Defaulting Lender ratably in accordance with their Revolver Commitments (but only to the extent that such Defaulting Lender’s Loan was funded by such other non-Defaulting Lender), (iii) third, to a suspense account maintained by Agent, the proceeds of which shall be retained by Agent and may be made available to be re-advanced to or for the benefit of Borrower (upon the request of Borrower and subject to the requirements conditions set forth in this AgreementSection 3.2) as if such Defaulting Lender had made its portion of Loans (or other funding obligations) hereunder, and (iv) fourth, from and after the date when all other Obligations have been paid in full, to such Defaulting Lender in accordance with tier (H) of Section 2.3(a)(ii). Each Subject to the foregoing, Agent may hold and, in its Permitted Discretion, re-lend to Borrower for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Notice submitted by Documents (including the Borrower calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fee payable under Section 2.11(b), such Defaulting Lender shall be deemed not to be a “Lender” and such Xxxxxx’s Revolver Commitment shall be deemed to be a representation and warranty zero; provided, that the conditions specified in Sections 7.01 and 7.02 have been satisfied on and as foregoing shall not apply to any of the matters governed by Section 11.2(a) through (c). This Section shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the applicable Borrowingnon-Defaulting Lenders, conversion Agent, Issuing Lender, and Borrower shall have waived, in writing, the application of this Section 2.6(g) to such Defaulting Lender, or continuation(z) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts owing by Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by Agent pursuant to Section 2.6(g)(ii) shall be released to Borrower). The operation of this Section shall not be construed to increase or otherwise affect the Revolver Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrower of its duties and obligations hereunder to Agent, Issuing Lender or to the Lenders other than such Defaulting Lender. Any failure by any Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrower at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Revolver Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent. In connection with the arrangement of such a substitute Xxxxxx, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Xxxxxx (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its participation in the Letters of Credit); provided, that any such assumption of the Revolver Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or Borrower’s rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund, including Borrower’s right to require Defaulting Lender to reimburse Borrower for any fees, charges or expenses incurred by Borrower under this Section 2.3(g) as a result of the failure by any Defaulting Lender to fund amounts that it was obligated to fund hereunder. In the event of a direct conflict between the priority provisions of this Section 2.6(g) and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.6(g) shall control and govern.

Request for Borrowing. (a) Each Borrowing, each conversion of Loans from one Type of Base Rate Loan to the othershall be made on a Business Day, and each continuation of RFR LIBOR Rate Loans Loan shall be made upon on a Borrower’s irrevocable notice to Administrative AgentEurodollar Business Day. (b) Each Borrowing shall be made by a written Request for Borrowing, which may Request for Borrowing shall be irrevocable, given by telephone an Authorized Person by telefacsimile, mail, e-mail (in a format bearing a copy of the signature(s) required thereon), or by electronic mail pursuant topersonal service, and in accordance with the terms of this Credit Agreementdelivered to Agent at 000 X. Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, telefacsimile number (000) 000-0000, e-mail address Xxxxxxx.Xxxxxxxxx@xxx.xxx. Each 38 LEGAL_US_E # 163726163.4 Such Request for Borrowing shall (ai) must be confirmed promptly by delivery to Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of the Borrower). Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type of Loan to the other, or a continuation of RFR Rate Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); (C) the principal amount of Loans to be borrowed, converted or continued; (D) the Type of Loans to be borrowed or to which existing Loans are to be converted; (E) if applicable, the duration of the Interest Period with respect thereto; (F) to which account confirm that the proceeds of such BorrowingBorrowing will be used for purposes permitted hereunder, conversion (ii) indicate whether such Borrowing is under the Treasury Facility or continuation should be directed; the Subscription Facility, (Giii) in the applicable Borrower(scase of any Borrowing under the Treasury Facility, demonstrate compliance with Section 2.8(d) and Fund Group(s(iv) in the case of any Borrowing under the Subscription Facility, confirm the aggregate amount of the Remaining Commitments that are Closing Date Capital Commitments and Approved New Investor Commitments and provide a calculation of the Borrowing Base. Each Request for Borrowing shall be made not later than 9:00 a.m. (and, Pacific time) on or before the date described below: (i) in the case of a request for a Swing Loan, on the Business Day that is the requested Funding Date, (ii) in the case of all other requests: (1) if such Borrowing by is to be a Qualified BorrowerBase Rate Loan, on the identity of Business Day that is the Borrower(srequested Funding Date, and such Request for Borrowing shall specify (among other things) that will guaranty a Base Rate Loan is requested and state the amount thereof; or (2) if such BorrowingBorrowing is to be a LIBOR Rate Loan, at least three Eurodollar Business Days (or such lesser period as agreed to by all Lenders in their discretion) prior to the date that is the requested Funding Date, and such Request for Borrowing shall specify (among other things) that a LIBOR Rate Loan is requested and state the amount and Interest Period thereof (subject to the provisions of this Article II); (H) whether such provided, that no Loan shall be denominated in Dollars available as a LIBOR Rate Loan when any Unmatured Event of Default or an Alternative Currency; Event of Default has occurred and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Downcontinuing. If the Borrower fails to specify designate a Type of Loan as a LIBOR Rate Loan in accordance herewith, the Loan will be a Loan Notice or if Base Rate Loan. In connection with each LIBOR Rate Loan, Borrower shall indemnify, defend, and hold Agent and the Borrower fails to give a timely notice requesting a conversion or continuationLenders harmless against any loss, then the applicable Loans shall be made ascost, or converted toexpense incurred by Agent or any Lender as a result of (A) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), RFR (B) the conversion of any LIBOR Rate Loans. Any such automatic conversion to RFR Rate Loans shall be effective as of Loan other than on the last day of the Interest Period then applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in effect any LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect to Agent or any Lender, be deemed to equal the amount determined by Agent or such Lender to be the excess, if any, of (I) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable Alternate thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert, or continue, for the period that would have been the Interest Period therefor), minus (II) the amount of interest that would accrue on such principal amount for such period at the interest rate which Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of Agent or a Lender delivered to Borrower setting forth any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.6(b)(ii) shall be conclusive absent manifest error. (c) If the notice provided for in clause (b) of this Section 2.6 with respect to a Base Rate LoansLoan, it being understood that a LIBOR Rate Loan is received by Agent not later than 9:00 a.m. (Pacific time) on a Business Day, such day shall be treated as the Borrower may cause first Business Day of the required notice period. In any Alternate Base Rate Loans to other event, such notice will be converted to RFR Rate Loans at treated as having been received immediately before 9:00 a.m. (Pacific time) of the end of an Interest Period upon three (3) next Business Days prior written noticeDay, and subject such day shall be treated as the first Business Day of the required notice period. (d) [Intentionally Omitted]. (e) In the case of a Request for Borrowing of a Swing Loan and so long as the aggregate amount of Swing Loans outstanding, after taking into account the requested Swing Loan does not exceed $0, or Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Loan made by Swing Lender pursuant to this Section 2.6(e) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Swing Loan to the requirements set forth in this AgreementDesignated Account. Each Swing Loan Notice submitted by the Borrower shall be deemed to be a representation Loan hereunder and warranty shall be subject to all the terms and conditions (including Article III) applicable to other Loans, except that the conditions specified in Sections 7.01 all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Swing Lender shall not make and 7.02 have been satisfied on and as of the date shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable Borrowingconditions precedent set forth in Section 3.2 will not be satisfied on the requested Funding Date for the applicable Swing Loan unless such condition has been waived in accordance with Section 11.2, conversion or continuation(ii) the requested Loan would exceed the amount that Borrower is entitled to borrow as Loans hereunder (after giving effect to all then outstanding Obligations and all sublimits then applicable hereunder) on such Funding Date. The Swing Loans shall be secured by Agent’s Liens, constitute Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. For the avoidance of doubt, the Swing Loan sublimit hereunder shall be deemed zero for all purposes of this Agreement and the other Loan Documents. (f) In the event that Swing Lender is not obligated to make a Swing Loan, then promptly after receipt of a Request for Borrowing pursuant to Section 2.6(b), Agent shall notify the Lenders, not later than 10:00 a.m. (Pacific time) on the Business Day immediately preceding the Funding Date applicable thereto (in the case of a Base Rate Loan) or the third Eurodollar Business Day preceding the Funding Date (in the case of a LIBOR Rate Loan), by telecopy, telephone, or other similar form of transmission, of the requested Loan. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Loan available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (Pacific time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Loans from the Lenders, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Borrower’s Designated Account; provided, that Agent shall not request any Lender to make, and no Lender shall have an obligation to make, any Loan if Agent shall have actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3.2 will not be satisfied on the requested Funding Date for the applicable Loan unless such condition has been waived in accordance with Section 11.2, or (ii) the requested Loan would exceed the amount that Borrower is entitled to borrow as Loans hereunder (after giving effect to all then outstanding Obligations) on such Funding Date. (g) Unless Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Loan after the Closing Date, prior to 10:00 a.m. (Pacific time) on the Funding Date of such Loan, that such Lender will not make available as and when required hereunder to Agent for the account of Borrower the amount of that Lender’s Pro Rata Share of the Loan, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent any Lender (other than CNB) shall not have made its full amount available to Agent in immediately available funds and Agent in such circumstances has made available to Borrower such amount, that Lender shall, on the Business Day following such Funding Date, make such amount available to Agent, together with interest at the Defaulting Lender Rate for each day during such period. A notice submitted by Agent to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such Lender’s Loan on the Funding Date of such Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the Funding Date of such Loan, at a rate per annum equal to the interest rate applicable at the time to the Loans composing such Loan, without in any way prejudicing the rights and remedies of Borrower against the Defaulting Lender; provided, that to the extent that Borrower does not have the funds available on such date to fully repay such amount (together with interest as specified above) and if on or before the Business Day following the date Agent notified Borrower of such failure to fund, the Borrower shall issue a Capital Call Notice to the Investors for Capital Contributions in accordance with the terms of the Subscription Agreements in an amount (together with Borrower’s available funds) sufficient to repay such amount (together with interest as specified above). Borrower may repay such amount (together with interest as specified above) within twelve (12) Business Days following the date Agent notified Borrower of such failure to fund. The failure of any Lender to make any Loan on any Funding Date shall not relieve any other Lender of any obligation hereunder to make a Loan on such Funding Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on any Funding Date.

Request for Borrowing. (a) Each Borrowing, each conversion Loan shall be made on a Business Day. (b) Each Loan or Letter of Loans from one Type of Loan Credit that is proposed to be made after the other, and each continuation of RFR Rate Loans Restatement Effective Date shall be made upon written notice, by way of a Borrower’s irrevocable notice to Administrative AgentRequest for Borrowing, which may Request for Borrowing shall be irrevocable and shall be given by telephone or by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), or personal service, and delivered to the Agent and Issuing Lender as provided in Section 11.3. (i) For a Base Rate Loan, the Borrower shall give the Agent notice not later than 12:00 noon New York City time on the Business Day that is the requested Funding Date, and such notice shall specify that a Base Rate Loan is requested and state the amount thereof (subject to the provisions of this Article II). (ii) For a Term SOFR Loan, the Borrower shall give the Agent notice not later than 12:00 noon New York City time three (3) Business Days before the date the Term SOFR Loan is to be made, and such notice shall specify that a Term SOFR Loan is requested and state the amount and Interest Period thereof (subject to the provisions of this Article II); provided, however, that no Loan shall be available as a Term SOFR Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing. At any time that an Event of Default has occurred and is continuing, the Agent may convert, and shall convert if so requested by the Required Lenders, the interest rate on all outstanding Term SOFR Loans to the rate then applicable to Base Rate Loans hereunder. If the Borrower fails to designate a Loan as a Term SOFR Loan in accordance herewith, the Loan will be a Base Rate Loan. (iii) In connection with each Term SOFR Loan, the Borrower shall indemnify, defend, and hold the Agent and the Lenders harmless against any loss, cost, or expense incurred by the Agent or any Lender as a result of (A) the payment of any principal of any such Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default); provided that (B) the conversion of any such Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any such Loan on the date specified in any Request for Borrowing or Request for Conversion/Continuation, as applicable, delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). The amount of such Funding Losses shall be determined, in the applicable Lender’s sole discretion, based upon the assumption that such Lender funded its ratable portion of the Term SOFR Loans and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of the Agent or a Lender delivered to the Borrower setting forth any amount or amounts that the Agent or such Lender is entitled to receive pursuant to this Section 2.6(b)(iii) shall be conclusive absent manifest error. (c) [Reserved]. (d) Each Request for Borrowing shall specify, among other information, (i) the Class of any such Loan, (ii) the date such Loan or Letter of Credit will be made or issued, which shall be a Business Day, (iii) whether any such Loan will be a Base Rate Loan or a Term SOFR Loan, (iv) the aggregate amount of such Loan or Letter of Credit and (v) in the case of a Term SOFR Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period.” There shall not at any time be more than a total of twenty (20) Term SOFR Tranches outstanding, in the aggregate. (e) Promptly after receipt of a Request for Borrowing pursuant to Section 2.6(b), the Agent shall notify the applicable Lenders not later than 2:00 p.m. New York City time, on the Funding Date applicable thereto (in the case of a Base Rate Loan) or the third Business Day preceding the Funding Date (in the case of a Term SOFR Loan), by telecopy, electronic mail (in a format bearing a copy of the signature(s) required thereon) or other similar form of transmission, of the requested Loan. Each such Lender shall make the amount of such Lxxxxx’s Pro Rata Share of the requested Loan available to the Agent in immediately available funds, to the Agent’s Account, not later than 3:00 p.m. New York City time on the Funding Date applicable thereto. After the Agent’s receipt of the proceeds of such Loans, the Agent shall make the proceeds thereof available to the Borrower on the applicable Funding Date by transferring to the Designated Account immediately available funds equal to the proceeds that are requested by the Borrower in the applicable Request for Borrowing; provided, however, that the Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Loan if the Agent shall have actual knowledge that (1) subject to Section 1.7, one or more of the applicable conditions precedent set forth in Article III will not be satisfied on the requested Funding Date for the applicable Loan unless such condition has been waived, or (2) a requested Revolving Loan or Letter of Credit would exceed the Revolving Availability on such Funding Date. (f) Unless the Agent receives notice from a Lender on or prior to the Restatement Effective Date or, with respect to any Loan after the Restatement Effective Date, prior to 10:00 a.m. New York City time on the date of such Loan, that such Lender will not make available as and when required hereunder to the Agent for the account of the Borrower the amount of that Lxxxxx’s Pro Rata Share of the Loan, the Agent may assume that each Lender has made or will make such amount available to the Agent in immediately available funds on the Funding Date and the Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to the Agent in immediately available funds and the Agent in such circumstances has made available to the Borrower such amount, that Lender shall on the Business Day following such Funding Date make such amount available to the Agent, together with interest at the Defaulting Lender Rate for each day during such period. A notice submitted by the Agent to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Agent shall constitute such Lender’s Loan on the date of such Loan for all purposes of this Agreement. If such amount is not made available to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Loan, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Loan, without in any way prejudicing the rights and remedies of the Borrower against the Defaulting Lender. The failure of any Lender to make any Loan on any Funding Date shall not relieve any other Lender of any obligation hereunder to make a Loan on such Funding Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on any Funding Date. (g) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.6(f), 2.10(d) or 8.2, then the Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Agent for the account of such Lender for the benefit of the Agent or the respective Issuing Lender to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Agent in its discretion. (h) All Advances under any Class shall be made by the Lenders under such Class contemporaneously and in accordance with their Pro Rata Shares of such Class. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder. Each Lender at its option may make any Term SOFR Advance by causing any Applicable Lending Office of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Credit Agreement. Each 38 LEGAL_US_E # 163726163.4 (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 (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of the Borrower). Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type of Loan to the other, or a continuation of RFR Rate Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); (C) the principal amount of Loans to be borrowed, converted or continued; (D) the Type of Loans to be borrowed or to which existing Loans are to be converted; (E) if applicable, the duration of the Interest Period with respect thereto; (F) to which account the proceeds of such Borrowing, conversion or continuation should be directed; (G) the applicable Borrower(s) and Fund Group(s) (and, in the case of a Borrowing by a Qualified Borrower, the identity of the Borrower(s) that will guaranty such Borrowing); (H) whether such Loan shall be denominated in Dollars or an Alternative Currency; and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Down. 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 Loans shall be made as, or converted to, RFR Rate Loans. Any such automatic conversion to RFR Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Alternate Base Rate Loans, it being understood that the Borrower may cause any Alternate Base Rate Loans to be converted to RFR Rate Loans at the end of an Interest Period upon three (3) Business Days prior written notice, and subject to the requirements set forth in this Agreement. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 7.01 and 7.02 have been satisfied on and as of the date of the applicable Borrowing, conversion or continuation.

Request for Borrowing. Each Borrowing, each conversion of Loans from one Type of Loan to the other, and each continuation of RFR LIBOR Rate Loans shall be made upon a the Borrower’s irrevocable written notice to Administrative Agent, which may be given by telephone or by electronic mail pursuant to, and in accordance with the terms of this Credit Agreement. Each 38 LEGAL_US_E # 163726163.4 (a) such notice must be confirmed promptly received by delivery to Administrative Agent not later than 12:00 noon at least: (i) three (3) Business Days prior to the requested date of a written Loan Noticeany Borrowing of, appropriately completed conversion to or continuation of LIBOR Rate Loans or of any conversion of LIBOR Rate Loans to Base Rate Loans; and signed by a Responsible Officer (ii) one (1) Business Day prior to the requested date of Borrower (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer any Borrowing of the Borrower)Base Rate Loans. Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type of Loan to the other, or a continuation of RFR LIBOR Rate Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); (C) the principal amount of Loans to be borrowed, converted or continued; (D) the Type of Loans to be borrowed or to which existing Loans are to be converted; (E) if applicable, the duration of the Interest Period with respect thereto; and (F) to which account the proceeds of such Borrowing, conversion or continuation should be directed; (G) the applicable Borrower(s) and Fund Group(s) (and, in the case of a Borrowing by a Qualified Borrower, the identity of the Borrower(s) that will guaranty such Borrowing); (H) whether such Loan shall be denominated in Dollars or an Alternative Currency; and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Down. 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 Loans shall be made as, or converted to, RFR a LIBOR Rate LoansLoan with a one month Interest Period. Any such automatic conversion to RFR LIBOR Rate Loans with a one month Interest Period shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Alternate Base LIBOR Rate Loans. If Borrower requests a Borrowing of, conversion to, or continuation of LIBOR Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it being understood that the Borrower may cause any Alternate Base Rate Loans will be deemed to be converted to RFR Rate Loans at the end of have specified an Interest Period upon three (3) Business Days prior written notice, and subject to the requirements set forth in this Agreement. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 7.01 and 7.02 have been satisfied on and as of the date of the applicable Borrowing, conversion or continuationone month.

Request for Borrowing. (a) Each Borrowing, each conversion of Loans from one Type of Base Rate Loan to the other, shall be made on a Business Day and each continuation of RFR Rate Loans SOFR Loan shall be made on a U.S. Government Securities Business Day. (b) Each Loan shall be made upon written notice, by way of a Borrower’s irrevocable notice to Administrative AgentRequest for Borrowing, which may Request for Borrowing shall be irrevocable and shall be given by telephone telefacsimile, mail, email or by electronic mail pursuant topersonal service, and delivered to Lender at 000 X. Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, telefacsimile number (000) 000-0000, as follows: (i) for a Base Rate Loan, Administrative Borrower shall deliver to Lender a Request for Borrowing not later than noon Pacific time on the date that is one (1) Business Day prior to the requested Funding Date, and such Request for Borrowing shall specify that a Base Rate Loan is requested and state the amount thereof (subject to the provisions of this Article II); (ii) for a SOFR Loan, Administrative Borrower shall deliver to Lender a Request for Borrowing not later than noon Pacific time on the date that is two (2) U.S. Government Securities Business Days before the requested Funding Date, and such Request for Borrowing shall specify that a Daily Simple SOFR Loan or Term SOFR Loan is requested and state the amount and, with respect to a Term SOFR Loan, the initial Interest Period applicable thereto (subject to the provisions of this Article II); provided, however, that no Loan shall be available as a SOFR Loan when any Event of Default has occurred and is continuing. If Administrative Borrower fails to designate a Loan as a SOFR Loan in accordance herewith, the Loan will be a Base Rate Loan, provided that Administrative Borrower may at any time thereafter convert such Base Rate Loan into a SOFR Loan in accordance with the terms of this Credit Agreement. Each 38 LEGAL_US_E # 163726163.4. (ac) must If the notice provided for in clause (b) of this Section 2.7 with respect to a Base Rate Loan or a SOFR Loan is received by Lender not later than noon Pacific time, on a Business Day or U.S. Government Securities Business Day, as applicable, such day shall be confirmed promptly by delivery to Administrative Agent treated as the first Business Day or U.S. Government Securities Business Day, as applicable, of a written Loan Noticethe required notice period. In any other event, appropriately completed such notice will be treated as having been received immediately before noon Pacific time, of the next Business Day or U.S. Government Securities Business Day, as applicable, and signed such day shall be treated as the first Business Day or U.S. Government Securities Business Day, as applicable, of the required notice period. (d) The initial Request for Borrowing shall include certification by a Responsible Officer of Administrative Borrower (and that each Loan Notice submitted by of the conditions in Article III have been satisfied or waived. Each Request for Borrowing delivered to Lender thereafter shall include a Qualified Borrower must be countersigned certificate by a Responsible Officer of the Borrower). Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Administrative Borrower is requesting a Borrowing, a conversion of Loans from one Type of Loan to the other, or a continuation of RFR Rate Loans; (B) the requested date that each of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); (C) the principal amount of Loans to be borrowed, converted or continued; (D) the Type of Loans to be borrowed or to which existing Loans are to be converted; (E) if applicable, the duration of the Interest Period with respect thereto; (F) to which account the proceeds of such Borrowing, conversion or continuation should be directed; (G) the applicable Borrower(s) and Fund Group(s) (and, in the case of a Borrowing by a Qualified Borrower, the identity of the Borrower(s) that will guaranty such Borrowing); (H) whether such Loan shall be denominated in Dollars or an Alternative Currency; and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Down. 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 Loans shall be made as, or converted to, RFR Rate Loans. Any such automatic conversion to RFR Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Alternate Base Rate Loans, it being understood that the Borrower may cause any Alternate Base Rate Loans to be converted to RFR Rate Loans at the end of an Interest Period upon three (3) Business Days prior written notice, and subject to the requirements conditions set forth in this Agreement. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 7.01 and 7.02 Section 3.1 have been satisfied on and as of the date of the applicable Borrowing, conversion or continuationwaived.

Request for Borrowing. (a) Each Borrowing, each conversion Loan shall be made on a Business Day. (b) Each Loan or Letter of Loans from one Type of Loan Credit that is proposed to be made after the other, and each continuation of RFR Rate Loans Closing Date shall be made upon written notice, by way of a Borrower’s irrevocable notice to Administrative AgentRequest for Borrowing, which may Request for Borrowing shall be irrevocable and shall be given by telephone or by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), or personal service, and delivered to the Agent and Issuing Lender as provided in Section 11.3. (i) For a Base Rate Loan, the Borrower shall give the Agent notice not later than 12:00 noon New York City time on the Business Day that is the requested Funding Date, and such notice shall specify that a Base Rate Loan is requested and state the amount thereof (subject to the provisions of this Article II). (ii) For a Term SOFR Loan, the Borrower shall give the Agent notice not later than 12:00 noon New York City time three (3) Business Days before the date the Term SOFR Loan is to be made, and such notice shall specify that a Term SOFR Loan is requested and state the amount and Interest Period thereof (subject to the provisions of this Article II); provided, however, that no Loan shall be available as a Term SOFR Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing. At any time that an Event of Default has occurred and is continuing, the Agent may convert, and shall convert if so requested by the Required Lenders, the interest rate on all outstanding Term SOFR Loans to the rate then applicable to Base Rate Loans hereunder. If the Borrower fails to designate a Loan as a Term SOFR Loan in accordance herewith, the Loan will be a Base Rate Loan. (iii) In connection with each Term SOFR Loan, the Borrower shall indemnify, defend, and hold the Agent and the Lenders harmless against any loss, cost, or expense incurred by the Agent or any Lender as a result of (A) the payment of any principal of any such Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default); provided that (B) the conversion of any such Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any such Loan on the date specified in any Request for Borrowing or Request for Conversion/Continuation, as applicable, delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). The amount of such Funding Losses shall be determined, in the applicable Lender’s sole discretion, based upon the assumption that such Lender funded its ratable portion of the Term SOFR Loans and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of the Agent or a Lender delivered to the Borrower setting forth any amount or amounts that the Agent or such Lender is entitled to receive pursuant to this Section 2.6(b)(iii) shall be conclusive absent manifest error. (c) [Reserved]. (d) Each Request for Borrowing shall specify, among other information, (i) the Class of any such Loan, (ii) the date such Loan or Letter of Credit will be made or issued, which shall be a Business Day, (iii) whether any such Loan will be a Base Rate Loan or a Term SOFR Loan, (iv) the aggregate amount of such Loan or Letter of Credit and (v) in the case of a Term SOFR Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period.” (e) Promptly after receipt of a Request for Borrowing pursuant to Section 2.6(b), the Agent shall notify the applicable Lenders not later than 2:00 p.m. New York City time, on the Funding Date applicable thereto (in the case of a Base Rate Loan) or the third Business Day preceding the Funding Date (in the case of a Term SOFR Loan), by telecopy, electronic mail (in a format bearing a copy of the signature(s) required thereon) or other similar form of transmission, of the requested Loan. Each such Lender shall make the amount of such Lender’s Pro Rata Share of the requested Loan available to the Agent in immediately available funds, to the Agent’s Account, not later than 3:00 p.m. New York City time on the Funding Date applicable thereto. After the Agent’s receipt of the proceeds of such Loans, the Agent shall make the proceeds thereof available to the Borrower on the applicable Funding Date by transferring to the Designated Account immediately available funds equal to the proceeds that are requested by the Borrower in the applicable Request for Borrowing; provided, however, that the Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Loan if the Agent shall have actual knowledge that (1) subject to Section 1.7, one or more of the applicable conditions precedent set forth in Article III will not be satisfied on the requested Funding Date for the applicable Loan unless such condition has been waived, or (2) a requested Revolving Loan or Letter of Credit would exceed the Revolving Availability on such Funding Date. (f) Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Loan after the Closing Date, prior to 10:00 a.m. New York City time on the date of such Loan, that such Lender will not make available as and when required hereunder to the Agent for the account of the Borrower the amount of that Lender’s Pro Rata Share of the Loan, the Agent may assume that each Lender has made or will make such amount available to the Agent in immediately available funds on the Funding Date and the Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to the Agent in immediately available funds and the Agent in such circumstances has made available to the Borrower such amount, that Lender shall on the Business Day following such Funding Date make such amount available to the Agent, together with interest at the Defaulting Lender Rate for each day during such period. A notice submitted by the Agent to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Agent shall constitute such Lender’s Loan on the date of such Loan for all purposes of this Agreement. If such amount is not made available to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Loan, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Loan, without in any way prejudicing the rights and remedies of the Borrower against the Defaulting Lender. The failure of any Lender to make any Loan on any Funding Date shall not relieve any other Lender of any obligation hereunder to make a Loan on such Funding Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on any Funding Date. (g) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.6(f), 2.10(d) or 8.2, then the Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Agent for the account of such Lender for the benefit of the Agent or the respective Issuing Lender to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Agent in its discretion. (h) All Advances under any Class shall be made by the Lenders under such Class contemporaneously and in accordance with their Pro Rata Shares of such Class. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder. Each Lender at its option may make any Term SOFR Advance by causing any Applicable Lending Office of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Credit Agreement. Each 38 LEGAL_US_E # 163726163.4 (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 (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of the Borrower). Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type of Loan to the other, or a continuation of RFR Rate Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); (C) the principal amount of Loans to be borrowed, converted or continued; (D) the Type of Loans to be borrowed or to which existing Loans are to be converted; (E) if applicable, the duration of the Interest Period with respect thereto; (F) to which account the proceeds of such Borrowing, conversion or continuation should be directed; (G) the applicable Borrower(s) and Fund Group(s) (and, in the case of a Borrowing by a Qualified Borrower, the identity of the Borrower(s) that will guaranty such Borrowing); (H) whether such Loan shall be denominated in Dollars or an Alternative Currency; and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Down. 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 Loans shall be made as, or converted to, RFR Rate Loans. Any such automatic conversion to RFR Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Alternate Base Rate Loans, it being understood that the Borrower may cause any Alternate Base Rate Loans to be converted to RFR Rate Loans at the end of an Interest Period upon three (3) Business Days prior written notice, and subject to the requirements set forth in this Agreement. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 7.01 and 7.02 have been satisfied on and as of the date of the applicable Borrowing, conversion or continuation.

Request for Borrowing. (a) Each Borrowing, each conversion of Loans from one Type of Base Rate Loan to the other, shall be made on a Business Day and each continuation of RFR Rate Loans SOFR Loan shall be made on a U.S. Government Securities Business Day. DB2/ 43206048.6 (b) Each Loan shall be made upon written notice, by way of a Borrower’s irrevocable notice to Administrative AgentRequest for Borrowing, which may Request for Borrowing shall be irrevocable and shall be given by telephone telefacsimile, mail, email or by electronic mail pursuant topersonal service, and delivered to Lender at 000 X. Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, telefacsimile number (000) 000-0000, as follows: (i) for a Base Rate Loan, Administrative Borrower shall deliver to Lender a Request for Borrowing not later than noon Pacific time on the date that is one (1) Business Day prior to the requested Funding Date, and such Request for Borrowing shall specify that a Base Rate Loan is requested and state the amount thereof (subject to the provisions of this Article II); (ii) for a SOFR Loan, Administrative Borrower shall deliver to Lender a Request for Borrowing not later than noon Pacific time on the date that is two (2) U.S. Government Securities Business Days before the requested Funding Date, and such Request for Borrowing shall specify that a Daily Simple SOFR Loan or Term SOFR Loan is requested and state the amount and, with respect to a Term SOFR Loan, the initial Interest Period applicable thereto (subject to the provisions of this Article II); provided, however, that no Loan shall be available as a SOFR Loan when any Event of Default has occurred and is continuing. If Administrative Borrower fails to designate a Loan as a SOFR Loan in accordance herewith, the Loan will be a Base Rate Loan, provided that Administrative Borrower may at any time thereafter convert such Base Rate Loan into a SOFR Loan in accordance with the terms of this Credit Agreement. Each 38 LEGAL_US_E # 163726163.4. (ac) must If the notice provided for in clause (b) of this Section 2.7 with respect to a Base Rate Loan or a SOFR Loan is received by Lender not later than noon Pacific time, on a Business Day or U.S. Government Securities Business Day, as applicable, such day shall be confirmed promptly by delivery to Administrative Agent treated as the first Business Day or U.S. Government Securities Business Day, as applicable, of a written Loan Noticethe required notice period. In any other event, appropriately completed such notice will be treated as having been received immediately before noon Pacific time, of the next Business Day or U.S. Government Securities Business Day, as applicable, and signed such day shall be treated as the first Business Day or U.S. Government Securities Business Day, as applicable, of the required notice period. (d) The initial Request for Borrowing shall include certification by a Responsible Officer of Administrative Borrower (and that each Loan Notice submitted by of the conditions in Article III have been satisfied or waived. Each Request for Borrowing delivered to Lender thereafter shall include a Qualified Borrower must be countersigned certificate by a Responsible Officer of the Borrower). Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Administrative Borrower is requesting a Borrowing, a conversion of Loans from one Type of Loan to the other, or a continuation of RFR Rate Loans; (B) the requested date that each of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); (C) the principal amount of Loans to be borrowed, converted or continued; (D) the Type of Loans to be borrowed or to which existing Loans are to be converted; (E) if applicable, the duration of the Interest Period with respect thereto; (F) to which account the proceeds of such Borrowing, conversion or continuation should be directed; (G) the applicable Borrower(s) and Fund Group(s) (and, in the case of a Borrowing by a Qualified Borrower, the identity of the Borrower(s) that will guaranty such Borrowing); (H) whether such Loan shall be denominated in Dollars or an Alternative Currency; and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Down. 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 Loans shall be made as, or converted to, RFR Rate Loans. Any such automatic conversion to RFR Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Alternate Base Rate Loans, it being understood that the Borrower may cause any Alternate Base Rate Loans to be converted to RFR Rate Loans at the end of an Interest Period upon three (3) Business Days prior written notice, and subject to the requirements conditions set forth in this Agreement. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 7.01 and 7.02 Section 3.2 have been satisfied on and as of the date of the applicable Borrowing, conversion or continuationwaived.

Request for Borrowing. (a) Each Borrowing, each conversion of Loans from one Type of Base Rate Loan to the other, shall be made on a Business Day and each continuation SOFR Loan shall be made on a Business Day. (b) Each Loan or Letter of RFR Rate Loans Credit that is proposed to be made after the Closing Date shall be made upon written notice, by way of a Borrower’s irrevocable notice to Administrative AgentRequest for Borrowing, which may Request for Borrowing shall be irrevocable and shall be given by telephone or by telefacsimile, mail, electronic mail pursuant to(in a format bearing a copy of the signature(s) required thereon), or personal service, and in accordance with delivered to Agent at 000 X. Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, telefacsimile number (000) 000-0000, e-mail address xxxxxxx.xxxxxxxxx@xxx.xxx, as follows: (i) for a Base Rate Loan, Borrower shall give Agent notice at least one (1) Business Day prior to the terms date that is the requested Funding Date, and such notice shall specify that a Base Rate Loan is requested and state the amount thereof (subject to the provisions of this Credit Agreement. Each 38 LEGAL_US_E # 163726163.4Article II). (aii) must on and after November 12, 2021, the Borrower shall no longer be confirmed promptly entitled to request additional LIBOR Rate Loans, continue existing LIBOR Rate Loans, and the Lender Group shall be under no obligation to make or continue LIBOR Rate Loans. In connection with each LIBOR Rate Loan, Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense incurred by delivery to Administrative Agent or any Lender as a result of a written Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of the Borrower). Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower is requesting payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a Borrowingresult of an Event of Default), a conversion of Loans from one Type of Loan to the other, or a continuation of RFR Rate Loans; (B) the requested date conversion of any LIBOR Rate Loan other than on the last day of the BorrowingInterest Period applicable thereto, conversion or continuation, as the case may be (which shall be a Business Day); (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Request for Borrowing or Request for Conversion/Continuation delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”; provided, that, for the avoidance of doubt, Funding Losses shall not include any losses incurred under Section 2.6(f) or with respect to which Xxxxxxxx is required to reimburse Agent or any Lender under any other section of this Agreement). Funding Losses shall, with respect to Agent or any Lender, be deemed to equal the amount reasonably determined by Agent or such Lender to be the excess, if any, of (I) the amount of interest that would have accrued on the principal amount of Loans such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to be borrowedthe last day of the then current Interest Period therefor (or, converted in the case of a failure to borrow, convert, or continued; (D) continue, for the Type of Loans to be borrowed or to which existing Loans are to be converted; (E) if applicable, the duration of period that would have been the Interest Period with respect thereto; therefor), minus (FII) the amount of interest that would accrue on such principal amount for such period at the interest rate which Agent or such Lender would be offered were it to which account offer, at the proceeds commencement of such Borrowingperiod, conversion Dollar deposits of a comparable amount and period in the London interbank market. A certificate of Agent or continuation should a Lender delivered to Borrower setting forth any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.6(b)(ii) shall be directed; conclusive absent manifest error. (Giii) for a SOFR Loan, Borrower shall give Agent notice at least three (3) Business Days before the applicable Borrower(s) date the SOFR Loan is to be made, and Fund Group(s) (such notice shall specify that a SOFR Loan is requested and state the amount and, in the case of a Borrowing by a Qualified BorrowerTerm SOFR Loan, the identity of the Borrower(s) that will guaranty such Borrowing); (H) whether such Loan shall be denominated in Dollars or an Alternative Currency; and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Down. 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 Loans shall be made as, or converted to, RFR Rate Loans. Any such automatic conversion to RFR Rate Loans shall be effective as of the last day of the Interest Period thereof (subject to the provisions of this Article II). Each Request for Borrowing shall be deemed to be a request for a SOFR Loan unless such Request for Borrowing expressly requests a Base Rate Loan. At any time that an Event of Default has occurred and is continuing, Agent may convert, and shall convert if so requested by the Required Lenders, the interest rate on all outstanding SOFR Loans to the rate then applicable to Base Rate Loans hereunder. (c) If the notice provided for in effect clause (b) of this Section 2.6 with respect to the applicable Alternate a Base Rate LoansLoan or a SOFR Loan is received by Agent not later than 10 a.m. (Pacific Time), it being understood that on a Business Day such day shall be treated as the first Business Day of the required notice period. In any other event, such notice will be treated as having been received immediately before 10 a.m. (Pacific Time), of the next Business Day and such day shall be treated as the first Business Day of the required notice period. (d) Borrower may cause shall give Agent written notice of the commencement of any Alternate Base Rate Loans period the Minimum Investment Condition is not satisfied by telefacsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), or personal service, and delivered to be converted to RFR Rate Loans Agent at the end of an Interest Period upon 000 X. Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, telefacsimile number (000) 000-0000, e-mail address xxxxxxx.xxxxxxxxx@xxx.xxx, at least three (3) Business Days prior written noticeto the date the Minimum Investment Condition is not satisfied. (e) Promptly after receipt of a Request for Borrowing pursuant to Section 2.6(b), Agent shall notify the Lenders, not later than 1:00 p.m. (Pacific Time) on the Business Day immediately preceding the Funding Date applicable thereto (in the case of a Base Rate Loan), or the third Business Day preceding the Funding Date (in the case of a SOFR Loan), by telecopy, electronic mail (in a format bearing a copy of the signature(s) required thereon), telephone, or other similar form of transmission, of the requested Loan. Each Lender shall make the amount of such Xxxxxx’s Pro Rata Share of the requested Loan available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (Pacific Time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Loans, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring to the Designated Account immediately available funds equal to the proceeds that are requested by Xxxxxxxx to be sent to Borrower in the applicable Request for Borrowing; provided, however, that Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Loan if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Article III will not be satisfied on the requested Funding Date for the applicable Loan unless such condition has been waived, or (2) the requested Loan would exceed the Availability on such Funding Date. (f) Unless Agent receives notice from a Lender, prior to 9:00 a.m. (Pacific Time) on the date of such Loan, that such Lender will not make available as and when required hereunder to Agent for the account of Borrower the amount of that Xxxxxx’s Pro Rata Share of the Loan, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent any Lender (other than CNB) shall not have made its full amount available to Agent in immediately available funds and Agent in such circumstances has made available to Borrower such amount, that Lender shall on the Business Day following such Funding Date make such amount available to Agent, together with interest at the Defaulting Lender Rate for each day during such period. A notice submitted by Agent to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such Lender’s Loan on the date of such Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Loan, at a rate per annum equal to the interest rate applicable at the time to the Loans composing such Loan, without in any way prejudicing the rights and remedies of Borrower against the Defaulting Lender. The failure of any Lender to make any Loan on any Funding Date shall not relieve any other Lender of any obligation hereunder to make a Loan on such Funding Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on any Funding Date. (g) (i) Notwithstanding the provisions of Section 2.3(a)(ii), Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrower to Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments (i) first, to Issuing Lender to the extent of the portion of any payment made by Issuing Lender pursuant to a Letter of Credit that was required to be, but was not, paid by the Defaulting Lender, (ii) second, to each other non-Defaulting Lender ratably in accordance with their Revolver Commitments (but only to the extent that such Defaulting Lender’s Loan was funded by such other non-Defaulting Lender), (iii) third, to a suspense account maintained by Agent, the proceeds of which shall be retained by Agent and may be made available to be re-advanced to or for the benefit of Borrower (upon the request of Borrower and subject to the requirements conditions set forth in this AgreementSection 3.2) as if such Defaulting Lender had made its portion of Loans (or other funding obligations) hereunder, and (iv) fourth, from and after the date when all other Obligations have been paid in full, to such Defaulting Lender in accordance with tier (H) of Section 2.3(a)(ii). Each Subject to the foregoing, Agent may hold and, in its Permitted Discretion, re-lend to Borrower for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Notice submitted by Documents (including the Borrower calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fee payable under Section 2.11(b), such Defaulting Lender shall be deemed not to be a “Lender” and such Xxxxxx’s Revolver Commitment shall be deemed to be a representation and warranty zero; provided, that the conditions specified in Sections 7.01 and 7.02 have been satisfied on and as foregoing shall not apply to any of the matters governed by Section 11.2(a) through (c). This Section shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the applicable Borrowingnon-Defaulting Lenders, conversion Agent, Issuing Lender, and Borrower shall have waived, in writing, the application of this Section 2.6(g) to such Defaulting Lender, or continuation(z) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts owing by Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by Agent pursuant to Section 2.6(g)(ii) shall be released to Borrower). The operation of this Section shall not be construed to increase or otherwise affect the Revolver Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrower of its duties and obligations hereunder to Agent, Issuing Lender or to the Lenders other than such Defaulting Lender. Any failure by any Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrower at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Revolver Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent. In connection with the arrangement of such a substitute Xxxxxx, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Xxxxxx (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its participation in the Letters of Credit); provided, that any such assumption of the Revolver Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or Borrower’s rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund, including Xxxxxxxx’s right to require Defaulting Lender to reimburse Borrower for any fees, charges or expenses incurred by Borrower under this Section 2.3(g) as a result of the failure by any Defaulting Lender to fund amounts that it was obligated to fund hereunder. In the event of a direct conflict between the priority provisions of this Section 2.6(g) and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.6(g) shall control and govern.

Request for Borrowing. (a) Each Borrowing, each conversion of Loans from one Type of Base Rate Loan to the other, shall be made on a Business Day and each continuation SOFR Loan shall be made on a Business Day. (b) Each Loan or Letter of RFR Rate Loans Credit that is proposed to be made after the Closing Date shall be made upon written notice, by way of a Borrower’s irrevocable notice to Administrative AgentRequest for Borrowing, which may Request for Borrowing shall be irrevocable and shall be given by telephone or by telefacsimile, mail, electronic mail pursuant to(in a format bearing a copy of the signature(s) required thereon), or personal service, and in accordance with delivered to Agent at 000 X. Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, telefacsimile number (000) 000-0000, e-mail address xxxxxxx.xxxxxxxxx@xxx.xxx, as follows: (i) for a Base Rate Loan, Borrower shall give Agent notice at least one (1) Business Day prior to the terms date that is the requested Funding Date, and such notice shall specify that a Base Rate Loan is requested and state the amount thereof (subject to the provisions of this Credit Agreement. Each 38 LEGAL_US_E # 163726163.4Article II). (aii) must on and after November 12, 2021, the Borrower shall no longer be confirmed promptly entitled to request additional LIBOR Rate Loans, continue existing LIBOR Rate Loans, and the Lender Group shall be under no obligation to make or continue LIBOR Rate Loans. In connection with each LIBOR Rate Loan, Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense incurred by delivery to Administrative Agent or any Lender as a result of a written Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of the Borrower). Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower is requesting payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a Borrowingresult of an Event of Default), a conversion of Loans from one Type of Loan to the other, or a continuation of RFR Rate Loans; (B) the requested date conversion of any LIBOR Rate Loan other than on the last day of the BorrowingInterest Period applicable thereto, conversion or continuation, as the case may be (which shall be a Business Day); (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Request for Borrowing or Request for Conversion/Continuation delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”; provided, that, for the avoidance of doubt, Funding Losses shall not include any losses incurred under Section 2.6(f) or with respect to which Xxxxxxxx is required to reimburse Agent or any Lender under any other section of this Agreement). Funding Losses shall, with respect to Agent or any Lender, be deemed to equal the amount reasonably determined by Agent or such Lender to be the excess, if any, of (I) the amount of interest that would have accrued on the principal amount of Loans such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to be borrowedthe last day of the then current Interest Period therefor (or, converted in the case of a failure to borrow, convert, or continued; (D) continue, for the Type of Loans to be borrowed or to which existing Loans are to be converted; (E) if applicable, the duration of period that would have been the Interest Period with respect thereto; therefor), minus (FII) the amount of interest that would accrue on such principal amount for such period at the interest rate which Agent or such Lender would be offered were it to which account offer, at the proceeds commencement of such Borrowingperiod, conversion Dollar deposits of a comparable amount and period in the London interbank market. A certificate of Agent or continuation should a Lender delivered to Borrower setting forth any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.6(b)(ii) shall be directed; conclusive absent manifest error. (Giii) for a SOFR Loan, Borrower shall give Agent notice at least three (3) Business Days before the applicable Borrower(s) date the SOFR Loan is to be made, and Fund Group(s) (such notice shall specify that a SOFR Loan is requested and state the amount and, in the case of a Borrowing by a Qualified BorrowerTerm SOFR Loan, the identity of the Borrower(s) that will guaranty such Borrowing); (H) whether such Loan shall be denominated in Dollars or an Alternative Currency; and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Down. 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 Loans shall be made as, or converted to, RFR Rate Loans. Any such automatic conversion to RFR Rate Loans shall be effective as of the last day of the Interest Period thereof (subject to the provisions of this Article II). Each Request for Borrowing shall be deemed to be a request for a SOFR Loan unless such Request for Borrowing expressly requests a Base Rate Loan. At any time that an Event of Default has occurred and is continuing, Agent may convert, and shall convert if so requested by the Required Lenders, the interest rate on all outstanding SOFR Loans to the rate then applicable to Base Rate Loans hereunder. (c) If the notice provided for in effect clause (b) of this Section 2.6 with respect to the applicable Alternate a Base Rate LoansLoan or a SOFR Loan is received by Agent not later than 10 a.m. (Pacific Time), it being understood that on a Business Day such day shall be treated as the first Business Day of the required notice period. In any other event, such notice will be treated as having been received immediately before 10 a.m. (Pacific Time), of the next Business Day and such day shall be treated as the first Business Day of the required notice period. (d) Borrower may cause shall give Agent written notice of the commencement of any Alternate Base Rate Loans period the Minimum Investment Condition is not satisfied by telefacsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), or personal service, and delivered to be converted to RFR Rate Loans Agent at the end of an Interest Period upon 000 X. Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, telefacsimile number (000) 000-0000, e-mail address xxxxxxx.xxxxxxxxx@xxx.xxx, at least three (3) Business Days prior written noticeto the date the Minimum Investment Condition is not satisfied. (e) Promptly after receipt of a Request for Borrowing pursuant to Section 2.6(b), Agent shall notify the Lenders, not later than 1:00 p.m. (Pacific Time) on the Business Day immediately preceding the Funding Date applicable thereto (in the case of a Base Rate Loan), or the third Business Day preceding the Funding Date (in the case of a SOFR Loan), by telecopy, electronic mail (in a format bearing a copy of the signature(s) required thereon), telephone, or other similar form of transmission, of the requested Loan. Each Lender shall make the amount of such Xxxxxx’s Pro Rata Share of the requested Loan available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (Pacific Time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Loans, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring to the Designated Account immediately available funds equal to the proceeds that are requested by Xxxxxxxx to be sent to Borrower in the applicable Request for Borrowing; provided, however, that Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Loan if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Article III will not be satisfied on the requested Funding Date for the applicable Loan unless such condition has been waived, or (2) the requested Loan would exceed the Availability on such Funding Date. (f) Unless Agent receives notice from a Lender, prior to 9:00 a.m. (Pacific Time) on the date of such Loan, that such Lender will not make available as and when required hereunder to Agent for the account of Borrower the amount of that Xxxxxx’s Pro Rata Share of the Loan, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent any Lender (other than CNB) shall not have made its full amount available to Agent in immediately available funds and Agent in such circumstances has made available to Borrower such amount, that Lender shall on the Business Day following such Funding Date make such amount available to Agent, together with interest at the Defaulting Lender Rate for each day during such period. A notice submitted by Agent to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such Lender’s Loan on the date of such Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Loan, at a rate per annum equal to the interest rate applicable at the time to the Loans composing such Loan, without in any way prejudicing the rights and remedies of Borrower against the Defaulting Lender. The failure of any Lender to make any Loan on any Funding Date shall not relieve any other Lender of any obligation hereunder to make a Loan on such Funding Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on any Funding Date. (g) (i) Notwithstanding the provisions of Section 2.3(a)(ii), Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrower to Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments (i) first, to Issuing Lender to the extent of the portion of any payment made by Issuing Lender pursuant to a Letter of Credit that was required to be, but was not, paid by the Defaulting Lender, (ii) second, to each other non-Defaulting Lender ratably in accordance with their Revolver Commitments (but only to the extent that such Defaulting Lender’s Loan was funded by such other non-Defaulting Lender), (iii) third, to a suspense account maintained by Agent, the proceeds of which shall be retained by Agent and may be made available to be re-advanced to or for the benefit of Borrower (upon the request of Borrower and subject to the requirements conditions set forth in this AgreementSection 3.2) as if such Defaulting Lender had made its portion of Loans (or other funding obligations) hereunder, and (iv) fourth, from and after the date when all other Obligations have been paid in full, to such Defaulting Lender in accordance with tier (H) of Section 2.3(a)(ii). Each Subject to the foregoing, Agent may hold and, in its Permitted Discretion, re-lend to Borrower for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Notice submitted by Documents (including the Borrower calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fee payable under Section 2.11(b), such Defaulting Lender shall be deemed not to be a “Lender” and such Xxxxxx’s Revolver Commitment shall be deemed to be a representation and warranty zero; provided, that the conditions specified in Sections 7.01 and 7.02 have been satisfied on and as foregoing shall not apply to any of the matters governed by Section 11.2(a) through (c). This Section shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the applicable Borrowingnon-Defaulting Lenders, conversion or continuation.Agent, Issuing

Request for Borrowing. Each Borrowing, each conversion of Loans from one Type of Loan to the other, and each continuation of RFR Rate Loans shall be made upon a Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone or by electronic mail pursuant to, and in accordance with the terms of this Credit Agreement. Each 38 LEGAL_US_E # 163726163.4 (a) must be confirmed promptly To request the making of the Loans hereunder on the Original Closing Date, the Borrower (on behalf of the applicable Co-Borrower) shall notify the Agent of such request either in writing by delivery to Administrative Agent of a written Loan Notice, appropriately completed and Borrowing Request (by hand or facsimile) signed by a Responsible Officer of the Borrower (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer on behalf of the applicable Co-Borrower) or by telephone not later than 11:00 a.m., New York City time, two (2) Business Days before the proposed Original Closing Date (or such later time as shall be acceptable to the Agent). In order to request a Borrowing (other than the Borrowing on the Original Closing Date, a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(d), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to the Agent a duly completed Borrowing Request (i) in the case of a LIBOR Rate Borrowing, not later than 12:00 Noon, New York City time, three Business Days before a proposed Borrowing and (ii) in the case of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each Loan Notice Borrowing Request shall be irrevocable (whether telephonic except in the case of the one in respect of the Original Closing Date if the Original Closing Date does not occur), shall be signed by or writtenon behalf of the Borrower (on behalf of the applicable Co-Borrower) and shall specify: specify the following information: (A1) whether the Borrower Borrowing then being requested is requesting to be a Term Loan Borrowing or a Revolving Credit Borrowing; (2) the aggregate amount of the requested Borrowing; (3) the date of such Borrowing, a conversion of Loans from one Type of Loan to the other, or a continuation of RFR Rate Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); ; (C4) whether the principal amount of Loans Borrowing is to be borrowed, converted an ABR Borrowing or continued; a LIBOR Rate Borrowing; (D5) in the Type case of Loans to be borrowed or to which existing Loans are to be converted; (E) if applicablea LIBOR Rate Borrowing, the duration of the initial Interest Period with respect thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (F6) the Co-Borrower(s) for whose benefit the Loan is to be made and the number and location of the accounts to which account the proceeds of such Borrowing, conversion or continuation should funds are to be directed; (G) the applicable Borrower(s) and Fund Group(s) (and, in the case of a Borrowing by a Qualified Borrower, the identity of the Borrower(s) that will guaranty such Borrowing); (H) whether such Loan shall be denominated in Dollars or an Alternative Currencydisbursed; and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Down. If the Borrower fails to specify a Type of Loan provided, however, that, notwithstanding any contrary specification in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuationany Borrowing Request, then the applicable Loans each requested Borrowing shall be made as, or converted to, RFR Rate Loans. Any such automatic conversion to RFR Rate Loans shall be effective as of the last day of the Interest Period then in effect comply with respect to the applicable Alternate Base Rate Loans, it being understood that the Borrower may cause any Alternate Base Rate Loans to be converted to RFR Rate Loans at the end of an Interest Period upon three (3) Business Days prior written notice, and subject to the requirements set forth in this AgreementSection 2.02. (a) If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. Each Loan Notice submitted by If no Interest Period with respect to any LIBOR Rate Borrowing is specified in any such notice, then the relevant Co-Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 7.01 and 7.02 have been satisfied on and as selected an Interest Period of one month's duration. Promptly following receipt of the date Borrowing Request in accordance with this Section, the Agent shall advise each Lender of the applicable details thereof and of such Lender's Loan to be made as part of the requested Borrowing, conversion or continuation.

Request for Borrowing. Each Borrowing, each conversion of Loans from one Type of Loan to the other, and each continuation of RFR Rate Loans shall be made upon a Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone or by electronic mail pursuant to, and in accordance with the terms of this Credit Agreement. Each 38 LEGAL_US_E # 163726163.4 (a) must To request that the Lenders make the Loans to the Borrower on the Borrowing Date, the Borrower shall notify the Administrative Agent of such request by telephone not later than 10:30 a.m., New York City Time, on Wednesday, November 25, 2009. Such telephonic Borrowing Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Loan NoticeBorrowing Request in the form attached hereto as Exhibit H, appropriately completed and signed by a Responsible Officer of Borrower (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Financial Officer of the Borrower). Each Loan Notice such telephonic and written Borrowing Request shall specify the following information: (whether telephonic or written) shall specify: (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type of Loan to the other, or a continuation of RFR Rate Loans; (Bi) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); (C) the aggregate principal amount of the Loans to be borrowed, converted or continued; made (Dwhich amount shall not be less than $5,000,000 and shall not exceed the aggregate amount of the Commitments at such time); (ii) the Type of Loans to be borrowed or to which existing that such Loans are to be convertedmade available by the Lenders on the Borrowing Date; and (Eiii) if applicable, the duration location and number of the Interest Period with respect thereto; (F) account to which funds are to be disbursed, which shall be an account of the Convertible Senior Notes Paying Agent into which Holdings is required to deposit funds for the repayment of the Convertible Senior Notes on the stated maturity date thereof. In addition, each such written Borrowing Request shall contain (x) a certification by the Borrower confirming compliance with the condition set forth in paragraph (a) of Section 4.02 as of the Borrowing Date and (y) a certification by the Borrower that the proceeds of such Borrowing, conversion or continuation should the Loans will be directed; (G) used only for the applicable Borrower(s) and Fund Group(s) (and, purpose described in the case Section 5.08. 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 as part of the requested borrowing. (b) Concurrently with submitting a Borrowing Request to the Administrative Agent in accordance with paragraph (a) of this Section 2.03, the Borrower shall deliver to the Administrative Agent a certificate signed by a Qualified Borrower, the identity Financial Officer of the Borrower(s) that will guaranty Borrower as to the legal designation of the transfer of the proceeds of the Loans requested in such Borrowing); (H) whether such Loan shall be denominated in Dollars or an Alternative Currency; and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Down. If Borrowing Request from the Borrower fails to specify Holdings for use in funding the repayment of the Convertible Senior Notes by Holdings, including a Type description in reasonable detail of Loan in a Loan Notice any Investment, dividend or if other distribution by the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, RFR Rate Loans. Any Holdings to fund such automatic conversion to RFR Rate Loans shall be effective as repayment in compliance with this Agreement and other agreements governing Material Indebtedness of the last day Borrower and Holdings, together with copies of documentation evidencing such designation; it being understood and agreed that neither the Interest Period then in effect Administrative Agent nor any Lender shall have approval rights with respect to any such designation or documentation, or be entitled to object to such designation or documentation or to refuse to fund its Loans on the applicable Alternate Base Rate Loans, it being understood that the Borrower may cause any Alternate Base Rate Loans to be converted to RFR Rate Loans at the end basis of an Interest Period upon three (3) Business Days prior written notice, and subject to the requirements set forth in this Agreement. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 7.01 and 7.02 have been satisfied on and as of the date of the applicable Borrowing, conversion disagreeing with such designation or continuationdocumentation.

Request for Borrowing. (a) Each Borrowing, each conversion Loan shall be made on a Business Day. (b) Each Loan or Letter of Loans from one Type of Loan Credit that is proposed to be made after the other, and each continuation of RFR Rate Loans Closing Date shall be made upon written notice, by way of a Borrower’s irrevocable notice to Administrative AgentRequest for Borrowing, which may Request for Borrowing shall be irrevocable and shall be given by telephone or by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), or personal service, and delivered to the Agent and Issuing Lender as provided in Section 11.3. (i) For a Base Rate Loan, the Borrower shall give the Agent notice not later than 12:00 noon New York City time on the Business Day that is the requested Funding Date, and such notice shall specify that a Base Rate Loan is requested and state the amount thereof (subject to the provisions of this Article II). (ii) For a Term SOFR Loan, the Borrower shall give the Agent notice not later than 12:00 noon New York City time three (3) Business Days before the date the Term SOFR Loan is to be made, and such notice shall specify that a Term SOFR Loan is requested and state the amount and Interest Period thereof (subject to the provisions of this Article II); provided, however, that no Loan shall be available as a Term SOFR Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing. At any time that an Event of Default has occurred and is continuing, the Agent may convert, and shall convert if so requested by the Required Lenders, the interest rate on all outstanding Term SOFR Loans to the rate then applicable to Base Rate Loans hereunder. If the Borrower fails to designate a Loan as a Term SOFR Loan in accordance herewith, the Loan will be a Base Rate Loan. (iii) In connection with each Term SOFR Loan, the Borrower shall indemnify, defend, and hold the Agent and the Lenders harmless against any loss, cost, or expense incurred by the Agent or any Lender as a result of (A) the payment of any principal of any such Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default); provided that (B) the conversion of any such Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any such Loan on the date specified in any Request for Borrowing or Request for Conversion/Continuation, as applicable, delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). The amount of such Funding Losses shall be determined, in the applicable Lender’s sole discretion, based upon the assumption that such Lender funded its ratable portion of the Term SOFR Loans and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of the Agent or a Lender delivered to the Borrower setting forth any amount or amounts that the Agent or such Lender is entitled to receive pursuant to this Section 2.6(b)(iii) shall be conclusive absent manifest error. (c) [Reserved]. (d) Each Request for Borrowing shall specify, among other information, (i) the Class of any such Loan, (ii) the date such Loan or Letter of Credit will be made or issued, which shall be a Business Day, (iii) whether any such Loan will be a Base Rate Loan or a Term SOFR Loan, (iv) the aggregate amount of such Loan or Letter of Credit and (v) in the case of a Term SOFR Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period.” (e) Promptly after receipt of a Request for Borrowing pursuant to Section 2.6(b), the Agent shall notify the applicable Lenders not later than 2:00 p.m. New York City time, on the Funding Date applicable thereto (in the case of a Base Rate Loan) or the third Business Day preceding the Funding Date (in the case of a Term SOFR Loan), by telecopy, electronic mail (in a format bearing a copy of the signature(s) required thereon) or other similar form of transmission, of the requested Loan. Each such Lender shall make the amount of such Xxxxxx’s Pro Rata Share of the requested Loan available to the Agent in immediately available funds, to the Agent’s Account, not later than 3:00 p.m. New York City time on the Funding Date applicable thereto. After the Agent’s receipt of the proceeds of such Loans, the Agent shall make the proceeds thereof available to the Borrower on the applicable Funding Date by transferring to the Designated Account immediately available funds equal to the proceeds that are requested by the Borrower in the applicable Request for Borrowing; provided, however, that the Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Loan if the Agent shall have actual knowledge that (1) subject to Section 1.7, one or more of the applicable conditions precedent set forth in Article III will not be satisfied on the requested Funding Date for the applicable Loan unless such condition has been waived, or (2) a requested Revolving Loan or Letter of Credit would exceed the Revolving Availability on such Funding Date. (f) Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Loan after the Closing Date, prior to 10:00 a.m. New York City time on the date of such Loan, that such Lender will not make available as and when required hereunder to the Agent for the account of the Borrower the amount of that Xxxxxx’s Pro Rata Share of the Loan, the Agent may assume that each Lender has made or will make such amount available to the Agent in immediately available funds on the Funding Date and the Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to the Agent in immediately available funds and the Agent in such circumstances has made available to the Borrower such amount, that Lender shall on the Business Day following such Funding Date make such amount available to the Agent, together with interest at the Defaulting Lender Rate for each day during such period. A notice submitted by the Agent to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Agent shall constitute such Lender’s Loan on the date of such Loan for all purposes of this Agreement. If such amount is not made available to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Loan, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Loan, without in any way prejudicing the rights and remedies of the Borrower against the Defaulting Lender. The failure of any Lender to make any Loan on any Funding Date shall not relieve any other Lender of any obligation hereunder to make a Loan on such Funding Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on any Funding Date. (g) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.6(f), 2.10(d) or 8.2, then the Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Agent for the account of such Lender for the benefit of the Agent or the respective Issuing Lender to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Agent in its discretion. (h) All Advances under any Class shall be made by the Lenders under such Class contemporaneously and in accordance with their Pro Rata Shares of such Class. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder. Each Lender at its option may make any Term SOFR Advance by causing any Applicable Lending Office of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Credit Agreement. Each 38 LEGAL_US_E # 163726163.4 (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 (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of the Borrower). Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type of Loan to the other, or a continuation of RFR Rate Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); (C) the principal amount of Loans to be borrowed, converted or continued; (D) the Type of Loans to be borrowed or to which existing Loans are to be converted; (E) if applicable, the duration of the Interest Period with respect thereto; (F) to which account the proceeds of such Borrowing, conversion or continuation should be directed; (G) the applicable Borrower(s) and Fund Group(s) (and, in the case of a Borrowing by a Qualified Borrower, the identity of the Borrower(s) that will guaranty such Borrowing); (H) whether such Loan shall be denominated in Dollars or an Alternative Currency; and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Down. 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 Loans shall be made as, or converted to, RFR Rate Loans. Any such automatic conversion to RFR Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Alternate Base Rate Loans, it being understood that the Borrower may cause any Alternate Base Rate Loans to be converted to RFR Rate Loans at the end of an Interest Period upon three (3) Business Days prior written notice, and subject to the requirements set forth in this Agreement. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 7.01 and 7.02 have been satisfied on and as of the date of the applicable Borrowing, conversion or continuation.

Request for Borrowing. Each Except with respect to Swingline Loans which are addressed in Section 2.07, each Borrowing, each conversion of Daily SOFR Loans or Term SOFR Loans or Base Rate Loans from one Type of Syndicated Loan to the otheranother, and each continuation of RFR Rate Term SOFR Loans shall be made upon a Borrowerthe applicable Borrower Party’s irrevocable written notice to Administrative Agent. Unless otherwise agreed by Administrative Agent, which may be given by telephone or by electronic mail pursuant to, and in accordance with the terms of this Credit Agreement. Each 38 LEGAL_US_E # 163726163.4 (a) each such notice must be confirmed promptly received by delivery to Administrative Agent not later than 11:00 a.m. at least: (i) three (3) Business Days prior to the requested date of any Borrowing other than for a written Base Rate Loan Notice, appropriately completed or Daily SOFR Loan; (ii) three (3) Business Days prior to the conversion of Base Rate Loans to another Type of Syndicated Loan or the continuation of Term SOFR Loans; and signed by a Responsible Officer (iii) one (1) Business Day prior to the requested date of Borrower (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer any Borrowing of the Borrower)Base Rate Loans or Daily SOFR Loans or of any conversion of Daily SOFR Loans or Term SOFR Loans to Base Rate Loans. Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower Party is requesting a Borrowing, a conversion of Loans from one a Daily SOFR Loan, Term SOFR Loan or Base Rate Loan to another Type of Loan to the otherSyndicated Loan, or a continuation of RFR Rate Term SOFR Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day, the “Loan Date”); (C) the principal amount of Syndicated Loans to be borrowed, converted or continued; (D) if any portion of such Borrowing is not to be funded by a Conduit Lender through the issuance of Commercial Paper, whether such portion of such Borrowing is to be funded instead as a Base Rate Loan, Daily SOFR Loan or Term SOFR Loan (it being understood that if any Conduit Lender elects to fund any portion of a Loan through its Liquidity Provider, such Conduit Lender’s Funding Agent shall determine whether such portion shall bear interest based on the Daily Simple SOFR, Term SOFR Rate or the Base Rate for the period prior to the time such portion of such Loan is funded through the issuance of Commercial Paper); (E) the Type of Syndicated Loans to be borrowed which any existing Daily SOFR Loans, Term SOFR Loans or to which existing Base Rate Loans are to be converted; (E) if applicable, the duration of the Interest Period with respect thereto; and (F) to which account the proceeds of such Borrowing, conversion or continuation should be directed; (G) the applicable Borrower(s) and Fund Group(s) (and, in the case of a Borrowing by a Qualified Borrower, the identity of the Borrower(s) that will guaranty such Borrowing); (H) whether such Loan shall be denominated in Dollars or an Alternative Currency; and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Down. If the a Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower Party fails to give a timely notice requesting a conversion or continuationcontinuation of a Term SOFR Loan, then the applicable Loans Loan shall be made ascontinued as a Term SOFR Loan with an Interest Period of one month, or converted to, RFR Rate Loans. Any and such automatic conversion to RFR Rate Loans continuation shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Alternate Base Rate Loans, it being understood that the Term SOFR Loan. If a Borrower may cause any Alternate Base Rate Loans Party fails to be converted to RFR Rate Loans at the end of specify an Interest Period upon three (3) Business Days prior written noticewith respect to a Term SOFR Loan, and subject to the requirements set forth in this Agreement. Each Loan Notice submitted by the Borrower shall it will be deemed to be a representation and warranty that the conditions have specified in Sections 7.01 and 7.02 have been satisfied on and as an Interest Period of the date of the applicable Borrowing, conversion or continuationone month.

Request for Borrowing. (a) Each Borrowing, each conversion of Loans from one Type of Loan to the other, and each continuation of RFR Rate Loans shall be made upon a Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone or by electronic mail pursuant to, and in accordance with the terms of this Credit Agreement. Each 38 LEGAL_US_E # 163726163.4 (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 (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of the Borrower). Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type of Loan to the other, or a continuation of RFR Rate Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be on a Business Day); . (Cb) the principal amount of Loans to Each Borrowing shall be borrowedmade by a written Request for Borrowing, converted or continued; which Request for Borrowing shall be irrevocable, given by an Authorized Person by telefacsimile, mail, e-mail (D) the Type of Loans to be borrowed or to which existing Loans are to be converted; (E) if applicable, the duration in a format bearing a copy of the Interest Period with respect thereto; signature(s) required thereon), or personal service, and delivered to Agent at 000 X. Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, telefacsimile number (F000) to which account 000-0000, e-mail addresses Xxxxxxx.Xxxxxxxxx@xxx.xxx and Xxxxxx.xxxxxx@xxx.xxx. Such Request for Borrowing shall (i) confirm that the proceeds of such Borrowing, conversion Borrowing will be used for purposes permitted hereunder and (ii) confirm the aggregate amount of the Remaining Commitments that are Closing Date Capital Commitments and Approved New Investor Commitments and provide a calculation of the Borrowing Base. Each Request for Borrowing shall be made not later than 9:00 a.m. (Pacific time) on or continuation should be directed; before the date described below: (Gi) the applicable Borrower(s) and Fund Group(s) (and, in the case of a request for a Swing Loan, on the Business Day that is the requested Funding Date, (ii) in the case of all other requests: (1) if such Borrowing by is to be a Qualified BorrowerBase Rate Loan, on the identity of Business Day that is the Borrower(srequested Funding Date, and such Request for Borrowing shall specify (among other things) that will guaranty a Base Rate Loan is requested and state the amount thereof; or (2) if such BorrowingBorrowing is to be a SOFR Loan, at least one Business Day (or such lesser period as agreed to by all Lenders in their discretion) prior to the date that is the requested Funding Date, and such Request for Borrowing shall specify (among other things) that a SOFR Loan is requested and state the amount and, if applicable, Interest Period thereof (subject to the provisions of this Article II); (H) whether such provided, that no Loan shall be denominated in Dollars available as a SOFR Loan when any Unmatured Event of Default or an Alternative Currency; Event of Default has occurred and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Downcontinuing. If the Borrower fails to specify designate a Type of Loan as a SOFR Loan in accordance herewith, the Loan will be a Loan Notice or if Base Rate Loan. In connection with each SOFR Loan, Borrower shall indemnify, defend, and hold Agent and the Borrower fails to give a timely notice requesting a conversion or continuationLenders harmless against any loss, then the applicable Loans shall be made ascost, or converted toexpense incurred by Agent or any Lender as a result of (A) the payment of any principal of any SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), RFR Rate Loans. Any such automatic (B) the conversion to RFR Rate Loans shall be effective as of any SOFR Loan other than on the last day of the Interest Period then applicable thereto, or (C) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in effect with respect any notice delivered pursuant hereto (such losses, costs, and expenses, including any loss, cost or expense arising from the liquidation or redeployment of funds or from any fees, collectively, “Funding Losses”). A certificate of Agent or a Lender delivered to Borrower setting forth any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.6(b)(ii) shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (c) If the notice provided for in clause (b) of this Section 2.6 is received by Agent not later than 9:00 a.m. (Pacific time) on a Business Day, such day shall be treated as the first Business Day of the required notice period. In any other event, such notice will be treated as having been received immediately before 9:00 a.m. (Pacific time) of the next Business Day, and such day shall be treated as the first Business Day of the required notice period. (d) [Intentionally Omitted]. (e) In the case of a Request for Borrowing of a Swing Loan and so long as the aggregate amount of Swing Loans outstanding, after taking into account the requested Swing Loan does not exceed $0, or Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Loan made by Swing Lender pursuant to this Section 2.6(e) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Swing Loan to the applicable Alternate Base Rate Loans, it being understood that the Borrower may cause any Alternate Base Rate Loans to be converted to RFR Rate Loans at the end of an Interest Period upon three (3) Business Days prior written notice, and subject to the requirements set forth in this AgreementDesignated Account. Each Swing Loan Notice submitted by the Borrower shall be deemed to be a representation Loan hereunder and warranty shall be subject to all the terms and conditions (including Article III) applicable to other Loans, except that the conditions specified in Sections 7.01 all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Swing Lender shall not make and 7.02 have been satisfied on and as of the date shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable Borrowingconditions precedent set forth in Section 3.2 will not be satisfied on the requested Funding Date for the applicable Swing Loan unless such condition has been waived in accordance with Section 11.2, conversion or continuation(ii) the requested Loan would exceed the amount that Borrower is entitled to borrow as Loans hereunder (after giving effect to all then outstanding Obligations and all sublimits then applicable hereunder) on such Funding Date. The Swing Loans shall be secured by Agent’s Liens, constitute Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. For the avoidance of doubt, the Swing Loan sublimit hereunder shall be deemed zero for all purposes of this Agreement and the other Loan Documents. (f) In the event that Swing Lender is not obligated to make a Swing Loan, then promptly after receipt of a Request for Borrowing pursuant to Section 2.6(b), Agent shall notify the Lenders, not later than 10:00 a.m. (Pacific time) on the Business Day that is the Funding Date applicable thereto (in the case of a Base Rate Loan) or the Business Day immediately preceding the Funding Date (in the case of a SOFR Loan), by telecopy, telephone, or other similar form of transmission, of the requested Loan. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Loan available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (Pacific time) on the Funding Date applicable thereto (in the case of a SOFR Loan) and noon (Pacific time) on the Funding Date applicable thereto (in the case of a Base Rate Loan). After Agent’s receipt of the proceeds of such Loans from the Lenders, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Borrower’s Designated Account; provided, that Agent shall not request any Lender to make, and no Lender shall have an obligation to make, any Loan if Agent shall have actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3.2 will not be satisfied on the requested Funding Date for the applicable Loan unless such condition has been waived in accordance with Section 11.2, or (ii) the requested Loan would exceed the amount that Borrower is entitled to borrow as Loans hereunder (after giving effect to all then outstanding Obligations) on such Funding Date. (g) Unless Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Loan after the Closing Date, prior to 10:00 a.m. (Pacific time) on the Funding Date of such Loan, that such Lender will not make available as and when required hereunder to Agent for the account of Borrower the amount of that Lender’s Pro Rata Share of the Loan, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent any Lender (other than CNB) shall not have made its full amount available to Agent in immediately available funds and Agent in such circumstances has made available to Borrower such amount, that Lender shall, on the Business Day following such Funding Date, make such amount available to Agent, together with interest at the Defaulting Lender Rate for each day during such period. A notice submitted by Agent to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such Lender’s Loan on the Funding Date of such Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the Funding Date of such Loan, at a rate per annum equal to the interest rate applicable at the time to the Loans composing such Loan, without in any way prejudicing the rights and remedies of Borrower against the Defaulting Lender; provided, that to the extent that Borrower does not have the funds available on such date to fully repay such amount (together with interest as specified above) and if on or before the Business Day following the date Agent notified Borrower of such failure to fund, the Borrower shall issue a Capital Call Notice to the Investors for Capital Contributions in accordance with the terms of the Subscription Agreements in an amount (together with Borrower’s available funds) sufficient to repay such amount (together with interest as specified above). Borrower may repay such amount (together with interest as specified above) within twelve (12) Business Days following the date Agent notified Borrower of such failure to fund. The failure of any Lender to make any Loan on any Funding Date shall not relieve any other Lender of any obligation hereunder to make a Loan on such Funding Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on any Funding Date.