Common use of Requests for Borrowings Clause in Contracts

Requests for Borrowings. Each Borrowing shall occur on written or telephonic request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Advances, initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.

Requests for Borrowings. (a) Each Borrowing shall occur on written Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or telephonic request (confirmed immediately in writing) Revolving Loans from one Type to the Agent other and each continuation of Adjusted Eurocurrency Rate Loans shall be made upon notice by the applicable Borrower to the Administrative Agent. Each such notice is irrevocable and must be in the form of a written Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Parent Borrower or by telephone (and in the case promptly confirmed by delivery of a LIBO Rate written Borrowing denominated in Request or Interest Election Request, appropriately completed and signed by a Committed Currency, to Responsible Officer of the London Sub-AgentParent Borrower) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing and must be received by the Administrative Agent (and by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing or continuation of Adjusted Eurocurrency Rate Loans (or one Business Day in the case of a LIBO any Adjusted Eurocurrency Rate Advance denominated Borrowing to be made on the Closing Date) or any conversion of ABR Loans to Adjusted Eurocurrency Rate Loans and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (or, in a Committed Currencyeach case, such later time as is acceptable to the London Sub-Administrative Agent); provided, however, that if the applicable Borrower wishes to request Adjusted Eurocurrency Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Parent Borrower must be received by the Administrative Agent not later than 1:00 p.m. four Business Days prior to the requested date of the relevant Borrowing, conversion or continuation (ior such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day 12:00 p.m. three Business Days before the Business Day which is the first day requested date of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such relevant Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Advances, initial Interest Period and currency for each such Advance. Upon receipt of any such requestconversion or continuation, the Administrative Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At Parent Borrower whether or before 3:00 P.M. on the date not the requested Borrowing Interest Period is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreementappropriate Lenders.

Requests for Borrowings. Each (a) To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a “Borrowing shall occur on written or telephonic request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-AgentNotice”) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (ivA) in the case of a Borrowing consisting of LIBO Rate AdvancesEurocurrency Borrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such requestnot later than 11:00 a.m. (Central Time), three (3) Business Days before the Agent shall notify the Banks date of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At proposed Borrowing, or before 3:00 P.M. on the date the requested Borrowing is to be made, (B) in the case of an Adjusted Base Rate Borrowing, not later than 11:00 a.m. (Central Time), one (1) Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Notice shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing consisting Notice in substantially the form of Advances denominated Exhibit J in Dollars, the case of any Borrowing. Each such telephonic and before 11:00 A.M. written Borrowing Notice shall specify the following information in compliance with Section 2.7: (London timei) on the Borrower requesting such Borrowing; (ii) the Type of the requested Borrowing; (iii) the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto; and (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.7. If no election as to the Type of Borrowing consisting is specified, then the requested Borrowing shall be an Adjusted Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of Advances denominated one month’s duration. Promptly following receipt of a Borrowing Notice in any Committed Currencyaccordance with this Section, the Administrative Agent shall advise each Bank shall remit its Percentage relevant Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. The Borrower shall also deliver together with each Borrowing to Notice the Agent at the applicable Agent's Account compliance certificate required in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained Section 5.2 and otherwise comply with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereoffor Borrowings. Unless the Agent Not later than 11:00 a.m. (Central Time) on each Borrowing Date, each Lender shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent mayits Loan or Loans, in reliance upon such assumption, funds immediately available at the Administrative Office. Administrative Agent will promptly make the funds so received from the Lenders available to the Borrower on such date a corresponding amount. If and to in the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and account specified by the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Disbursement Instruction Agreement.

Requests for Borrowings. Each Revolving Loan Borrowing, each conversion of Revolving Loans from one Type to the other, and each continuation of Term Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent, which may be given by a Borrowing shall occur on written Request or telephonic request an Interest Election Request, as applicable (confirmed immediately provided that any notice in writingrespect of any Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the occurrence of the Closing Date, (y) to be made in connection with any acquisition, investment or repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted repayment or redemption of Indebtedness or (z) for any other purpose to which the Administrative Agent may consent (and such consent not to be unreasonably withheld or delayed), may be conditioned on the occurrence of the relevant event). Each such notice must be in the case form of a LIBO Rate Borrowing denominated in Request or an Interest Election Request, as applicable, appropriately completed and signed by a Committed Currency, to Responsible Officer of the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing Borrower and must be received by the Administrative Agent (and by hand delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 10:00 a.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of Term Benchmark Loans (or, if after the effectiveness of a Benchmark Replacement, five Business Days prior to the requested day of any Borrowing of, conversion to or continuation of RFR Loans) (or one Business Day in the case of a LIBO Rate Advance denominated any Borrowing of Term Benchmark Loans to be made on the Closing Date) and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in a Committed Currencyeach case, such later time as is reasonably acceptable to the London Sub-Administrative Agent); provided, however, that if the Borrower wishes to request Term Benchmark Loans having an Interest Period other than one, three or six months in duration or such shorter period as provided in the definition of “Interest Period”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 12:00 p.m. four Business Days prior to the requested date of the relevant Borrowing, conversion or continuation (ior such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request, (B) the relevant requested Interest Period shall be deemed to be available to each appropriate Lender unless such Lender has delivered written notice to the Administrative Agent indicating that such Interest Period is not available to such Lender within one Business Day following the date on which the notice described in clause (A) above is posted by the Administrative Agent and (C) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day 10:00 a.m. three Business Days before the Business Day which is the first day requested date of the applicable relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period for such is available to the appropriate Lenders. If no election as to the Type of Borrowing in is specified, then the case requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day one month’s duration. The Administrative Agent shall advise each applicable Lender of the applicable Interest Period for such Borrowing in the case details and amount of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are Loan to be LIBO Rate Advances, made as part of the relevant requested Borrowing (iii) aggregate amount of such Borrowing, and (ivx) in the case of a Borrowing consisting of LIBO Rate Advancesany ABR Borrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, in the case same Business Day of receipt of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing Request in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at or (iy) in the case of any Term Benchmark Borrowing (or, if after the Borrowereffectiveness of a Benchmark Replacement, the interest rate applicable at the time RFR Borrowing), no later than one Business Day following receipt of a Borrowing Request in accordance with this Section. This Section 2.03 shall not apply to such Advances comprising such Borrowing Swingline Loans, which shall be requested in accordance with Section 2.04 and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars may not be continued or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreementconverted.

Requests for Borrowings. Each Borrowing Borrowing, each conversion from one Type to the other, and each continuation of LIBO Rate Revolving Loans or BA Rate Revolving Loans shall occur be made upon irrevocable notice by the applicable Borrower (or the Lead Borrower on written or telephonic request (confirmed immediately in writingbehalf of the relevant Borrower) to the Administrative Agent (and provided that notices in the case respect of a LIBO Rate Revolving Loan Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer made in connection with any permitted acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such acquisition, investment or other authorized representative for the Borrowerrepayment or redemption of Indebtedness). A request for a Borrowing Each such notice must be in writing and must be received by the Administrative Agent (and by hand delivery, fax or other electronic transmission (including “.pdf” or “.tiff”)) not later than 2:00 p.m. (i) three (3) Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans or BA Rate Revolving Loans (or two Business Days in the case of a any Borrowing of LIBO Rate Advance Loans denominated in Dollars to be made on the Closing Date), (ii) four Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans denominated in a Committed Currency, currency other than Dollars (or one Business Day in the case of any Borrowing of LIBO Rate Loans denominated in a currency other than Dollars to be made on the Closing Date) or (iii) by 11:00 a.m. (x) on the requested date of any Borrowing of ABR Revolving Loans (other than Swingline Loans) and (y) one (1) Business Day prior to the London Sub-requested Borrowing of Canadian Base Rate Revolving Loans or Canadian Prime Rate Revolving Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request LIBO Rate Revolving Loans or BA Rate Revolving Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower (ior the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing (or such later time as shall be reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or 12:00 p.m. (iiNoon) not later than 11:00 A.M. on the day three (3) Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Advances, initial Interest Period and currency for each such Advance. Upon receipt of any such requestconversion or continuation, the Administrative Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At applicable Borrower whether or before 3:00 P.M. on the date not the requested Borrowing Interest Period is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the appropriate Lenders. Each written notice with respect to a Borrowing by the applicable Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request or such Bank’s ratable portion other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of such Borrowing, Borrower. Each such written Borrowing Request shall specify the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing following information in accordance compliance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.2.02:

Requests for Borrowings. Each To request a Revolving Borrowing or Term Borrowing, the Borrower shall occur on written or telephonic request (confirmed immediately in writing) to notify the Administrative Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, request by telephone (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of the proposed Borrowing consisting or (b) in the case of LIBO Rate Advancesan ABR Borrowing, initial Interest Period and currency for each such Advance. Upon receipt not later than 12:00 noon, New York City time, one Business Day before the date of the proposed Borrowing, provided that any such request, notice of an ABR Revolving Borrowing to finance the Agent shall notify the Banks reimbursement of the intended Borrowing no an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 2:00 P.M. 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such request for such telephonic Borrowing is received Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the AgentAdministrative Agent and signed by the Borrower. At or before 3:00 P.M. on Each such telephonic and written Borrowing Request shall specify the date following information in compliance with Section 2.02: (i) whether the requested Borrowing is to be madea Revolving Borrowing, Tranche A Term Borrowing or Tranche B Term Borrowing; (ii) the aggregate amount of such Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iv) subject to the second sentence of Section 2.02(b), whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (v) subject to the second sentence of Section 2.02(b), in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Eurodollar Borrowing, in the case initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period"; and (vi) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender's Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing. SECTION 2.04.

Requests for Borrowings. Each Borrowing shall occur on written or telephonic To request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent of Loans, other than Swingline Loans (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to which shall be made in accordance with Section 2.05), the case Borrower shall notify the Administrative Agent of such request by delivery (by hand delivery, facsimile or other electronic transmission) of a written Borrowing that is to bear interest initially at the Floating Rate Request (or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case telephonic notice promptly confirmed thereafter by delivery of a written Borrowing denominated in Dollars that is to bear interest initially (in whole or in partRequest) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day signed by the Banks ratably according Borrower to their respective Commitments. Each such notice of a Borrowing shall specify the requested Administrative Agent (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Eurocurrency Borrowing consisting of LIBO Rate Advancesor Term SOFR Borrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no not later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or 1:00 p.m., New York City time, three Business Days before 3:00 P.M. on the date the requested Borrowing is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such the proposed Borrowing (or one Business Day before the date of the proposed Borrowing, in the case of a any Eurocurrency Borrowing consisting to be made on the Closing Date (or, in the case of Advances Eurocurrency Borrowings denominated in any Committed CurrencyEuros, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on two Business Days before the date of such Borrowing in accordance with this Section 6.1 and the Agent mayproposed Closing Date Borrowing, in reliance upon such assumptionthe case of any RC Facility Borrowing, make available or prior to 10:00 a.m. New York City time one Business Day before the Borrower proposed Closing Date Borrowing, in the case of the Initial Term Loans funded on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the AgentClosing Date)), such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (ib) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the Borrowerdate of the proposed Borrowing (or, in the interest rate applicable at the time to such Advances comprising such Borrowing case of (a) and (iib), such later time as the Administrative Agent may agree in its sole discretion) or (c) in the case of a Daily Simple SOFR Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, five U.S. Government Securities Business Days before the date of the proposed Borrowing. Each such BankBorrowing Request shall be irrevocable upon delivery (provided that any Borrowing Request (x) in connection with a Borrowing to be made on the Closing Date may be conditioned on the closing of the Acquisition, (Ay) to be made in connection with any acquisition, Investment or repayment, redemption or refinancing of Indebtedness may be conditioned on the NYFRB Rateclosing of such acquisition, Investment or repayment, redemption or refinancing of such Indebtedness and (z) in respect of any Refinancing Amendment or Incremental Facility Amendment may be delivered in accordance with the terms thereof) and shall specify the following information (other than, in the case of Advances denominated in Dollars or clause (Bviii) below, the cost of funds incurred by Borrowing Request pertaining to Borrowings on the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.Closing Date):

Requests for Borrowings. Each Borrowing Borrowing, each conversion of Loans or from one Type to the other, and each continuation of LIBO Rate Loans shall occur be made upon irrevocable notice by the relevant Borrower (or the Top Borrower on written or telephonic request (confirmed immediately in writingbehalf of the relevant Borrower) to the Agent Administrative Agent. Each such notice must be in in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) or by telephone (and in the case promptly confirmed by delivery of a LIBO Rate written Borrowing denominated in Request, appropriately completed and signed by a Committed Currency, to Responsible Officer of the London Sub-Agentrelevant Borrower (or the Top Borrower on behalf of the relevant Borrower) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing and must be received by the Administrative Agent (and by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Loans (or one Business Day in the case of a any Borrowing of LIBO Rate Advance denominated Loans to be made on the Closing Date) and (ii) 11:00 a.m. on the requested date of any Borrowing of ABR Loans (or, in a Committed Currencyeach case, such later time as is acceptable to the London Sub-Administrative Agent); provided, however, that if the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (iA) the applicable notice from the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) must be received by the Administrative Agent not later than 1:00 p.m. four Business Days prior to the requested date of the relevant Borrowing (or such later time as is acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day 12:00 p.m. three Business Days before the Business Day which is the first day requested date of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such relevant Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Advances, initial Interest Period and currency for each such Advance. Upon receipt of any such requestconversion or continuation, the Administrative Agent shall notify the Banks relevant Borrower (or the Top Borrower on behalf of the intended Borrowing relevant Borrower) whether or not the requested Interest Period is available to the appropriate Lenders. If no later than 2:00 P.M. on election as to the date such request for such Type of Borrowing is received by the Agent. At or before 3:00 P.M. on the date specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreementthe relevant requested Borrowing.

Requests for Borrowings. Each Borrowing shall occur on written or telephonic request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. 11:00 a.m. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. a.m. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Revolving Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Revolving Borrowing Minimum or a multiple thereof and shall consist of Revolving Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Revolving Borrowing shall specify the requested (i) date of such Revolving Borrowing, (ii) whether the Advances comprising such Revolving Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Revolving Borrowing, and (iv) in the case of a Revolving Borrowing consisting of LIBO Rate Advances, initial Interest Period and currency for each such Revolving Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. 12:00 noon on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. 2:00 p.m. on the date the requested Borrowing is to be made, in the case of a Revolving Borrowing consisting of Revolving Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Revolving Borrowing, in the case of a Revolving Borrowing consisting of Revolving Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's ’s Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing; provided, however, that, if such borrowing is a Revolving Borrowing denominated in Dollars, the Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swingline Advances made by the Swingline Bank and by any other Bank and outstanding on the date of such Revolving Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swingline Bank and such other Banks for repayment of such Swingline Advances. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Revolving Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Federal Funds Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Revolving Advance as part of such Borrowing for purposes of this Agreement.

Requests for Borrowings. Each Borrowing Borrowing, each conversion from one Type to the other, and each continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans shall occur be made upon irrevocable notice by the applicable Borrower (or the Lead Borrower on written or telephonic request (confirmed immediately in writingbehalf of the relevant Borrower) to the Administrative Agent (and provided that notices in the case respect of a LIBO Rate Revolving Loan Borrowing denominated in a Committed Currency, to the London Sub-Agent(x) from a person believed by the Agent to be an officer made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any permitted acquisition, investment or other authorized representative for irrevocable repayment or redemption of Indebtedness may be conditioned on the Borrowerclosing of such acquisition, investment or repayment or redemption of Indebtedness). A request for a Borrowing Each such notice must be in writing and must be received by the Administrative Agent (and by hand delivery, fax or other electronic transmission (including “.pdf” or “.tiff”)) not later than 2:00 p.m. (i) three (3) Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans (or two Business Days in the case of a any Borrowing of LIBO Rate Advance Loans denominated in Dollars to be made on the Closing Date), (ii) four Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans denominated in a Committed Currencycurrency other than Dollars (or one Business Day in the case of any Borrowing of LIBO Rate Loans denominated in a currency other than Dollars to be made on the Closing Date) or (iii) by 12:00 p.m. (Noon) on the requested date of any Borrowing of ABR Revolving Loans, Canadian Base Rate Revolving Loans or Canadian Prime Rate Revolving Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the London Sub-Administrative Agent); provided, however, that if the applicable Borrower wishes to request LIBO Rate Revolving Loans or CDOR Revolving Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower (ior the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing (or such later time as shall be reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or 12:00 p.m. (iiNoon) not later than 11:00 A.M. on the day three (3) Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Advances, initial Interest Period and currency for each such Advance. Upon receipt of any such requestconversion or continuation, the Administrative Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At applicable Borrower whether or before 3:00 P.M. on the date not the requested Borrowing Interest Period is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the appropriate Lenders. Each written notice with respect to a Borrowing by the applicable Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request or such Bank’s ratable portion other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of such Borrowing, Borrower. Each such written Borrowing Request shall specify the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing following information in accordance compliance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.2.02:

Requests for Borrowings. Each Borrowing shall occur on written or telephonic To request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent of Loans, other than Swingline Loans (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to which shall be made in accordance with Section 2.05), the case Borrower shall notify the Administrative Agent of such request by delivery (by hand delivery, facsimile or other electronic transmission) of a written Borrowing that is to bear interest initially at the Floating Rate Request (or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case telephonic notice promptly confirmed thereafter by delivery of a written Borrowing denominated in Dollars that is to bear interest initially (in whole or in partRequest) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day signed by the Banks ratably according Borrower to their respective Commitments. Each such notice of a Borrowing shall specify the requested Administrative Agent (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Borrowing consisting of LIBO Rate AdvancesEurocurrency Borrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no not later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or 1:00 p.m., New York City time, three Business Days before 3:00 P.M. on the date the requested Borrowing is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such the proposed Borrowing (or one Business Day before the date of the proposed Borrowing, in the case of a any Eurocurrency Borrowing consisting to be made on the Closing Date (or, in the case of Advances Eurocurrency Borrowings denominated in any Committed CurrencyEuros, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on two Business Days before the date of such Borrowing in accordance with this Section 6.1 and the Agent mayproposed Closing Date Borrowing, in reliance upon such assumptionthe case of any RC Facility Borrowing, make available or prior to 10:00 a.m. New York City time one Business Day before the Borrower proposed Closing Date Borrowing, in the case of the Initial Term Loans funded on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at Closing Date)) or (ib) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the Borrower, date of the interest rate applicable at the time to such Advances comprising such proposed Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rateor, in the case of Advances denominated (a) and (b), such later time as the Administrative Agent may agree in Dollars its sole discretion). Each such Borrowing Request shall be irrevocable upon delivery (provided that any Borrowing Request (x) in connection with a Borrowing to be made on the Closing Date may be conditioned on the closing of the Acquisition and, (y) to be made in connection with any acquisition, Investment or repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or repayment, redemption or refinancing of such Indebtedness and (Bz) the cost of funds incurred by the Agent in respect of such amount any Refinancing Amendment may be delivered in accordance with the terms thereof) and shall specify the following information (other than, in the case of Advances denominated in Committed Currencies. If such Bank shall repay clause (viii) below, the Borrowing Request pertaining to Borrowings on the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.Closing Date):

Requests for Borrowings. Each Revolving Loan Borrowing, each conversion of Revolving Loans from one Type to the other, and each continuation of Term Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent, which may be given by a Borrowing shall occur on written Request or telephonic request an Interest Election Request, as applicable (confirmed immediately provided that any notice in writingrespect of any Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the occurrence of the Closing Date, (y) to be made in connection with any acquisition, investment or repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted repayment or redemption of Indebtedness or (z) for any other purpose to which the Administrative Agent may consent (and such consent not to be unreasonably withheld or delayed), may be conditioned on the occurrence of the relevant event). Each such notice must be in the case form of a LIBO Rate Borrowing denominated in Request or an Interest Election Request, as applicable, appropriately completed and signed by a Committed Currency, to Responsible Officer of the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing Borrower and must be received by the Administrative Agent (and by hand delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 10:00 a.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of Term Benchmark Loans (or, if after the effectiveness of a Benchmark Replacement, five Business Days prior to the requested day of any Borrowing of, conversion to or continuation of RFR Loans) (or one Business Day in the case of a LIBO Rate Advance denominated any Borrowing of Term Benchmark Loans to be made on the Closing Date) and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in a Committed Currencyeach case, such later time as is reasonably acceptable to the London Sub-Administrative Agent); provided, however, that if the Borrower wishes to request Term Benchmark Loans having an Interest Period other than one, three or six months in duration or such shorter period as provided in the definition of “Interest Period”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 12:00 p.m. four Business Days prior to the requested date of the relevant Borrowing, conversion or continuation (ior such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request, (B) the relevant requested Interest Period shall be deemed to be available to each appropriate Lender unless such Lender has delivered written notice to the Administrative Agent indicating that such Interest Period is not available to such Lender within one Business Day following the date on which the notice described in clause (A) above is posted by the Administrative Agent and (C) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day 10:00 a.m. three Business Days before the Business Day which is the first day requested date of the applicable relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period for such is available to the appropriate Lenders. If no election as to the Type of Borrowing in is specified, then the case requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day one month’s duration. The Administrative Agent shall advise each Lender of the applicable Interest Period for such Borrowing in the case details and amount of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are Loan to be LIBO Rate Advances, made as part of the relevant requested Borrowing (iii) aggregate amount of such Borrowing, and (ivx) in the case of a Borrowing consisting of LIBO Rate Advancesany ABR Borrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, in the case same Business Day of receipt of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing Request in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at or (iy) in the case of any Term Benchmark Borrowing (or, if after the Borrowereffectiveness of a Benchmark Replacement, the interest rate applicable at the time to such Advances comprising such RFR Borrowing), no later than one Business Day following receipt of a Borrowing and (ii) Request in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of accordance with this AgreementSection.

Requests for Borrowings. Each Borrowing To request a Borrowing, the Applicable Borrower shall occur on written or telephonic notify the Administrative Agent of such request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Eurocurrency Borrowing consisting of LIBO Rate Advancesdenominated in Dollars, initial Interest Period and currency for each such Advance. Upon receipt of any such requestby telephonic notice not later than 11:00 a.m., New York City time, three (3) Business Days before the Agent shall notify the Banks date of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be madeproposed Borrowing, (b) in the case of a Eurocurrency Borrowing consisting of Advances denominated in Dollarsan Agreed Currency other than Dollars or an RFR Borrowing, and by telephonic notice not later than 11:00 a.m., New York City time, four (4) Business Days before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a proposed Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (ic) in the case of an ABR Borrowing, by telephonic notice not later than 11:00 a.m., New York City time, one (1) Business Day before the Borrowerdate of the proposed Borrowing; provided that (x) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the interest rate applicable at date of the time to such Advances comprising such proposed Borrowing and (iiy) any notice with respect to Borrowings to be made on the Closing Date may be given with such shorter time than the deadline described in the case of such Bankclause (a), (Ab) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) c), as applicable, as the cost Administrative Agent may agree in its sole discretion. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by email to the Administrative Agent of funds incurred a written Borrowing Request in a form approved by the Administrative Agent and signed by the Applicable Borrower; provided that in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Loans to be borrowed on the Closing Date, any written Borrowing Request may be provided by the Applicable Borrower on a conditional basis (provided that (1) to the Agent extent the Applicable Borrower does not borrow any Eurocurrency Loans or RFR Loans set forth in such corresponding amountconditional Borrowing Request, such amount so repaid the Applicable Borrower shall constitute such Bank’s Advance as part of be required to compensate the Lenders under Section 2.16 for the losses, costs or expenses related thereto and (2) any such Borrowing for purposes Request shall be irrevocable once funding of this Agreement.the Borrowings has been initiated by the Administrative Agent), and such Borrowing Request may be provided no later than 2:00 pm, New York City Time, on the Business Day prior to such Borrowing. Each telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. Each Borrowing shall occur on written or telephonic request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. 11:00 a.m. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. a.m. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Revolving Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Revolving Borrowing Minimum or a multiple thereof and shall consist of Revolving Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Revolving Borrowing shall specify the requested (i) date of such Revolving Borrowing, (ii) whether the Advances comprising such Revolving Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Revolving Borrowing, and (iv) in the case of a Revolving Borrowing consisting of LIBO Rate Advances, initial Interest Period and currency for each such Revolving Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. 12:00 noon on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. 2:00 p.m. on the date the requested Borrowing is to be made, in the case of a Revolving Borrowing consisting of Revolving Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Revolving Borrowing, in the case of a Revolving Borrowing consisting of Revolving Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's ’s Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Revolving Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Federal Funds Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Revolving Advance as part of such Borrowing for purposes of this Agreement.

Requests for Borrowings. Each Borrowing Borrowing, each conversion of Loans from one Type to the other, and each continuation of SOFR Loans or Eurocurrency Rate Loans shall occur be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on written the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or telephonic request irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, such Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Administrative Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currencyby hand delivery, to the London Sub-Agent) fax or other electronic transmission (iincluding “.pdf” or “.tif”)) not later than 1:00 P.M. on p.m. (i) three Business Days prior to the requested day that such of any Borrowing is of, conversion to be made or continuation of SOFR Loans or Eurocurrency Rate Loans (or (x) 15 Business Days in the case of a any Borrowing that is of Initial Euro Term Loans to bear interest initially at be made on the Floating Rate or Closing Date and (y) 12 Business Days in the case of any Borrowing of Initial Dollar Term Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (or 12 Business Days in the case of any Borrowing of ABR Term Loans to be made on the Closing Date) (or, in each case, such later time as shall be reasonably acceptable to the Administrative Consent Party); provided, however, that if the Borrower wishes to request SOFR Loans or Eurocurrency Rate Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Consent Party), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 11:00 A.M. on the day 10:00 a.m. three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Advances, initial Interest Period and currency for each such Advance. Upon receipt of any such requestconversion or continuation, the Administrative Agent shall notify the Banks Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of the intended telephonic notice) with respect to a Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on Borrower pursuant to this Section 2.03 shall be delivered to the date the requested Borrowing is to be made, Administrative Agent in the case form of a written Borrowing consisting of Advances denominated in DollarsRequest, appropriately completed and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of signed by a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case Responsible Officer of the Borrower, . Each such telephonic and written Borrowing Request shall specify the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) following information in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.compliance with Section 2.02:

Requests for Borrowings. Each Borrowing shall occur on written or telephonic request (confirmed immediately in writing) be made upon the Borrower’s irrevocable notice to the Administrative Agent in the form of a written Borrowing Request, (and a) in the case of a LIBO Rate Borrowing denominated in a Committed CurrencySOFR Borrowing, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on 12:00 noon, New York City time, three U.S. Government Securities Business Days before the day that such date of the proposed Borrowing is to be made (or, solely in the case of a Borrowing that Request for Term Loans (but not an Interest Election Request), such later date and time as is acceptable to the Administrative Agent) or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable. Each Borrowing Request shall specify the following information: (i) whether the requested Borrowing is to bear interest initially at be a Revolving Borrowing, a Term Borrowing or a Borrowing of any other Class (specifying the Floating Rate or Class thereof); (ii) not later than 11:00 A.M. on the day three aggregate amount of such Borrowing; (iii) the date of such Borrowing, which shall be a Business Days before the Business Day which is the first day of the applicable Interest Period for Day; (iv) whether such Borrowing is to be an ABR Borrowing or a SOFR Borrowing; -62- (v) in the case of a Borrowing denominated in Dollars that is SOFR Borrowing, the initial Interest Period to bear interest initially (in whole or in part) at be applicable thereto, which shall be a LIBO Rate, (y) 2:00 P.M. (London time) on period contemplated by the day three Business Days before the Business Day which is the first day definition of the applicable term “Interest Period for such Borrowing Period”; (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06, or, in the case of a any ABR Revolving Borrowing denominated requested to finance the reimbursement of an LC Disbursement as provided in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than Section 2.05(f), the Borrowing Minimum or a multiple thereof and shall consist identity of Advances the Issuing Bank that made such LC Disbursement; (vii) in the same currency made case of the Borrowings on the same day by Closing Date, that as of the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify Closing Date, the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to conditions set forth in Section 4.01 will be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, satisfied; and (ivviii) in the case of a Borrowing consisting after the Closing Date, that as of LIBO Rate Advances, initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereofSections 4.02(a) and 4.02(b) will be satisfied. Unless the Agent shall have received notice from a Bank prior If no election as to the time Type of Borrowing is specified as to any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, then the Agent may assume that such Bank has made such portion available requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Borrowing, then the Agent on the date Borrower shall be deemed to have selected an Interest Period of such one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case Lender of the Borrower, applicable Class of the interest rate applicable at details thereof and of the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Xxxxxx’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreement.the requested Borrowing. Section 2.04 [Reserved]. Section 2.05

Requests for Borrowings. Each Borrowing Borrowing, each conversion from one Type to the other, and each continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans shall occur be made upon irrevocable notice by the applicable Borrower (or the Lead Borrower on written or telephonic request (confirmed immediately in writingbehalf of the relevant Borrower) to the Administrative Agent (and or in the case of a LIBO Rate Borrowing denominated in a Committed CurrencySwingline Loans, to the London Sub-Swingline Lender with a copy to the Administrative Agent). Each such notice must be in writing or by telephone (and promptly confirmed in writing) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing and must be received by the Administrative Agent (and or in the case of a LIBO Rate Advance denominated in a Committed CurrencySwingline Loans, to the London Sub-Swingline Lender with a copy to the Administrative Agent) (i) not later than (a) 1:00 P.M. on p.m. (i) threetwo Business Days prior to the requested day that such Borrowing is to be made of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans denominated in Dollars (or one Business Day in the case of a any Borrowing that is of LIBO Rate Revolving Loans denominated in Dollars to bear interest initially at be made on the Floating Rate or 81391230_6 |NY\7652510.20US-DOCS\114316435.10|| Closing Date), (ii) not later than 11:00 A.M. on the day three four Business Days before prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans denominated in a currency other than Dollars (or one Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a any Borrowing of LIBO Rate Revolving Loans denominated in a currency other than Dollars that is to bear interest initially be made on the Closing Date) or (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London timeiii) on the day requested date of any Borrowing of ABR Revolving Loans (but excluding Swingline Loans) or Canadian Prime Rate Revolving Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent) or (b) 2:30 p.m. on the requested date of any Borrowing of Swingline Loans; provided, however, that if the Borrower wishes to request LIBO Rate Revolving Loans or CDOR Revolving Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower (or the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 12:00 p.m. four Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according prior to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the relevant Lenders of such request and determine whether the Advances comprising such requested Interest Period is available to by all the relevant Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing are by the applicable Borrower pursuant to this Section 2.03 shall be LIBO Rate Advancesdelivered to the Administrative Agent in the form of a written Borrowing Request, (iii) aggregate amount appropriately completed and signed by a Responsible Officer of such Borrowing, Borrower. Each such telephonic and (iv) written Borrowing Request shall specify the following information in the case of a Borrowing consisting of LIBO Rate Advances, initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained compliance with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.2.02:

Requests for Borrowings. Each Borrowing To request a Borrowing, the Borrower Representative shall occur on written or telephonic notify the Administrative Agent of such request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed written Borrowing Request signed by the Agent to be an officer of Borrower Representative and delivered by electronic mail or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent facsimile (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Borrowing consisting of LIBO EurodollarTerm SOFR Rate AdvancesBorrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such requestnot later than 10:00 a.m., Denver, Colorado time, three U.S. Government Securities Business Days before the Agent shall notify the Banks date of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, proposed Borrowing; (b) in the case of a Daily Simple SOFR Rate Borrowing, not later than 10:00 a.m., Denver, Colorado time, four U.S. Government Securities Business Days before the date of the proposed Borrowing; or (bc) in the case of a Base Rate Borrowing, not later than 10:00 a.m., Denver, Colorado time, on the date of the proposed Borrowing. Each Borrowing consisting Request shall be irrevocable and shall specify the following information in compliance with Section 2.01: (i) the name of Advances denominated in Dollars, the applicable Borrower; (ii) the aggregate amount of the requested Borrowing and before 11:00 A.M. a breakdown of the separate wires comprising such Borrowing; (London timeiii) on the date of such Borrowing, which shall be a Business Day; (iv) whether such Borrowing is to be a Base Rate Borrowing, a Daily Simple SOFR Rate Borrowing or a EurodollarTerm SOFR Rate Borrowing; and (v) in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO EurodollarTerm SOFR Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that initial Interest Period to be applicable thereto and the last day of such Bank has made such portion available Interest Period, which shall be a period contemplated by the definition of the term “Interest Period”. If no election as to the Agent on Type of Revolving Borrowing is specified, then the date requested Revolving Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any requested EurodollarTerm SOFR Rate Revolving Borrowing, then the applicable Borrower(s) shall be deemed to have selected an Interest Period of such one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Xxxxxx’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreement.the requested Borrowing. 58

Requests for Borrowings. Each To request a Revolving Borrowing shall occur on written or telephonic request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and Tranche B-1 Term Loan Borrowing, the relevant Borrower shall consist of Advances in notify the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date Administrative Agent of such Borrowing, request by telephone (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time (or if the request is delivered in London, 11:00 a.m., London time), three Business Days before the date of the proposed Borrowing consisting or (b) in the case of LIBO Rate Advancesan ABR Borrowing, initial Interest Period and currency for each such Advance. Upon receipt not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such request, notice of an ABR Domestic Revolving Borrowing to finance the Agent shall notify the Banks reimbursement of the intended Borrowing no an LC Disbursement as contemplated by Section 2.5(e) may be given not later than 2:00 P.M. 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such request for such telephonic Borrowing is received Request shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in a form approved by the Agent. At or before 3:00 P.M. on Administrative Agent and (x) signed by the date the requested Borrowing is to be madeParent Borrower and, in the case of Borrowings by a Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower or (y) in the case of Borrowings by a Foreign Subsidiary Borrower, signed by the Parent Borrower or such Foreign Subsidiary Borrower, as specified by the Parent Borrower by prior written notice to the Administrative Agent. Each such telephonic and written Borrowing consisting Request shall specify the following information in compliance with Section 2.2: (i) the Borrower requesting such Borrowing (and be signed on behalf of Advances denominated in Dollars, such Borrower); (ii) the Class and before 11:00 A.M. Type of the requested Borrowing; (London timeiii) on the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto; (vi) the location and number of the relevant Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.6; and (vii) the currency of such Borrowing consisting (which shall be in Dollars in the case of Advances denominated Tranche A Term Loans, Domestic Revolving Loans and Swingline Loans, and otherwise shall be in Dollars or a Qualified Global Currency). If no election as to the currency of a Global Revolving Borrowing is specified in any Committed Currencysuch notice, each Bank shall remit its Percentage of then the requested Borrowing shall be denominated in Dollars. If no election as to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close Type of business on the day Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing if denominated in Dollars or a Eurocurrency Borrowing if denominated in a Qualified Global Currency. If no Interest Period is specified with respect to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such requested Eurocurrency Borrowing, then the Agent may assume that such Bank has made such portion available relevant Borrower shall be deemed to the Agent on the date have selected an Interest Period of such one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case relevant Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing.

Requests for Borrowings. Each Borrowing shall occur on written or telephonic request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person Person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) not later than (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or Rate, (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO the Adjusted Term SOFR Rate, or (yiii) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any the Committed Currency. Each Borrowing denominated in any the Committed Currency shall bear interest at a LIBO the EURIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) the requested date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Term Benchmark Advances, (iii) the aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Term Benchmark Advances, the initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any the Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's ’s Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate Term Benchmark shall also be subject to all conditions set forth in Section 5.2 4.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 5.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in the Committed CurrenciesCurrency. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.

Requests for Borrowings. Each Borrowing shall occur on written or telephonic request (confirmed immediately in writing) be made upon the Borrower’s irrevocable notice to the Agent (and Administrative Agent, which may be given by “pdf” or similar electronic format, in the case form of a LIBO Rate written Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed Request signed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Each such Borrowing Request must be received by the Administrative Agent (and i) in the case of a LIBO Rate Advance denominated in a Committed Currencythe Borrowing on the Closing Date, to the London Sub-Agent) (i) not later than 1:00 P.M. on 2:00 p.m. (New York City time), at least two (2) Business Days before the day that such proposed Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rateotherwise, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (ivA) in the case of a Borrowing consisting of LIBO Rate AdvancesLIBOR Loans, initial Interest Period and currency for each such Advance. Upon receipt of any such requestnot later than 11:00 a.m. (New York City time), three (3) Business Days before the Agent shall notify the Banks date of the intended proposed Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, (B) in the case of a Borrowing consisting of Advances denominated Base Rate Loans, not later than 12:00 noon (New York City time), one (1) Business Day before the date of the proposed Borrowing. Each such written Borrowing Request shall specify the following information in Dollars, and before 11:00 A.M. compliance with Section 2.02: (London timea) on the aggregate amount of the requested Borrowing; (b) the date of such Borrowing, which shall be a Business Day; (c) whether such Borrowing is to be an Base Rate Borrowing or a LIBOR Borrowing; (d) in the case of a Borrowing consisting of Advances denominated in any Committed Currencya LIBOR Loan, each Bank shall remit its Percentage the initial Interest Period to be applicable thereto; and (e) the location and number of the Borrower’s account to which funds are to be disbursed. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the any requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such LIBOR Borrowing, the Agent may assume that then such Bank has made such portion available Borrower shall be deemed to the Agent on the date have selected an Interest Period of such three (3) months’ duration. Promptly following receipt of a Borrowing Request in accordance with this Section 6.1 and 2.03, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreement.the requested Borrowing. Section 2.04

Requests for Borrowings. Each Borrowing shall occur on written or telephonic To request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent of Loans, other than Swingline Loans (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to which shall be made in accordance with Section 2.05), the case Lead Borrower shall notify the Administrative Agent of such request by delivery (by hand delivery, facsimile or other electronic transmission) of a written Borrowing that is to bear interest initially at the Floating Rate Request (or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case telephonic notice promptly confirmed thereafter by delivery of a written Borrowing denominated in Dollars that is to bear interest initially (in whole or in partRequest) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day signed by the Banks ratably according Lead Borrower to their respective Commitments. Each such notice of a Borrowing shall specify the requested Administrative Agent (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Borrowing consisting of LIBO Rate AdvancesEurocurrencyTerm Benchmark Borrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no not later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or 1:00 p.m., New York City time, three Business Days before 3:00 P.M. on the date the requested Borrowing is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such the proposed Borrowing (or one Business Day before the date of the proposed Borrowing, in the case of a any EurocurrencyTerm Benchmark Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage to be made on the Closing Date (or two Business Days before the date of the requested Borrowing to proposed Borrowing, in the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time case of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowingdenominated in Euros or Eurocurrency Borrowing denominated in Dollars)) orthe Second Amendment Effective Date), the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (ib) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the Borrower, date of the interest rate applicable at the time to such Advances comprising such proposed Borrowing and or (iic) in the case of such Banka Daily Simple SOFR Borrowing, not later than 11:00 a.m., New York City time, five Business Days before the date of the proposed Borrowing (A) the NYFRB Rateor, in the case of Advances denominated in Dollars (a) and, (b) or (Bc), such later time as the Administrative Agent may agree in its sole discretion). Each such Borrowing Request shall be irrevocable upon delivery (provided that any Borrowing Request (x) in connection with a Borrowing to be made on the cost Closing Date may be conditioned on the closing of funds incurred by the Agent Acquisition and, (y) to be made in connection with any acquisition, Investment or repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or repayment, redemption or refinancing of such Indebtedness and (z) in respect of such amount any Refinancing Amendment may be delivered in accordance with the terms thereof) and shall specify the following information (other than, in the case of Advances denominated in Committed Currencies. If such Bank shall repay clause (viii) below, the Borrowing Request pertaining to Borrowings on the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.Closing Date):

Requests for Borrowings. Each Borrowing To request a Borrowing, the Borrower shall occur on written notify the Administrative Agent of such request either in writing (delivered by hand or telephonic request (confirmed immediately fax) in writing) to substantially the Agent (form of Exhibit F and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed signed by the Agent to be an officer of Borrower or other authorized representative for the Borrower. A by telephone (such request for a “Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-AgentRequest”) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Eurocurrency Borrowing consisting of LIBO Rate Advancesdenominated in Dollars, initial Interest Period and currency for each such Advance. Upon receipt of any such requestnot later than 10:00 a.m., New York City time, three Business Days before the Agent shall notify the Banks date of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be madeproposed Borrowing; provided that, in the case of a Eurocurrency Borrowing consisting in Dollars to be funded on the Effective Date, not later than 10:00 a.m., New York City time, one Business Day before the Effective Date, (b) in the case of Advances a Eurocurrency Borrowing denominated in Dollarsan Alternative Currency, not later than 10:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing, (c) in the case of a Eurocurrency Borrowing denominated in a Special Notice Currency, five Business Days before the date of the proposed Borrowing, or (d) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, on the date of the proposed Borrowing; provided, that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and before 11:00 A.M. shall be confirmed promptly by hand delivery, fax or electronic delivery to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01: (London timei) on the aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; (iv) the currency of the Loans to be borrowed; and (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period.” If no election as to the Type of Borrowing consisting of Advances denominated in any Committed Currencyis specified, each Bank shall remit its Percentage of then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the any requested Borrowing is to be madeEurocurrency Borrowing, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of then the Borrower may agree in writingshall be deemed to have selected an Interest Period of one month’s duration. Any Borrowing that If no currency is specified with respect to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, then the Agent may assume that such Bank has Borrowings so requested shall be made such portion available to the Agent on the date in Dollars. Promptly following receipt of such a Borrowing Request in accordance with this Section 6.1 and 2.03, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing. SECTION 2.04 [Section intentionally omitted]. SECTION 2.05 [Section intentionally omitted].

Requests for Borrowings. Each Borrowing To request a Borrowing, the Applicable Borrower shall occur on written or telephonic notify the Administrative Agent of such request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Borrowing consisting of LIBO Rate AdvancesUSD Term SOFR Borrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such requestby telephonic notice not later than 11:00 a.m., New York City time, three (3) Business Days before the Agent shall notify the Banks date of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be madeproposed Borrowing, (b) in the case of a Eurocurrency Borrowing consisting of Advances denominated in Dollarsan Agreed Currency other than Dollars or an RFR Borrowing, and by telephonic notice not later than 11:00 a.m., New York City time, four (4) Business Days before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a proposed Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (ic) in the case of an ABR Borrowing, by telephonic notice not later than 11:00 a.m., New York City time, one (1) Business Day before the Borrowerdate of the proposed Borrowing; provided that (x) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the interest rate applicable at date of the time to such Advances comprising such proposed Borrowing and (iiy) any notice with respect to Borrowings to be made on the Closing Date may be given with such shorter time than the deadline described in the case of such Bankclause (a), (Ab) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) c), as applicable, as the cost Administrative Agent may agree in its sole discretion. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by email to the Administrative Agent of funds incurred a written Borrowing Request in a form approved by the Administrative Agent and signed by the Applicable Borrower; provided that in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Loans to be borrowed on the Closing Date, any written Borrowing Request may be provided by the Applicable Borrower on a conditional basis (provided that (1) to the Agent extent the Applicable Borrower does not borrow any Eurocurrency Loans, USD Term SOFR Loans or RFR Loans set forth in such corresponding amountconditional Borrowing Request, such amount so repaid the Applicable Borrower shall constitute such Bank’s Advance as part of be required to compensate the Lenders under Section 2.16 for the losses, costs or expenses related thereto and (2) any such Borrowing for purposes Request shall be irrevocable once funding of this Agreement.the Borrowings has been initiated by the Administrative Agent), and such Borrowing Request may be provided no later than 2:00 pm, New York City Time, on the Business Day prior to such Borrowing. Each telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. Each To request a Borrowing, the Borrower shall notify the Lender of such request by telephone, electronic mail or hand delivery of an executed written Borrowing shall occur on written or telephonic request Request (confirmed immediately in writinga) to the Agent (and in the case of a LIBO Rate Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing denominated in a Committed Currency, to the London Sub-Agentor (b) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the day of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and shall be signed by a LIBO Rate Advance denominated Responsible Officer of the Borrower. Each such Borrowing Request shall specify the following information in a Committed Currency, to the London Sub-Agent) compliance with Section 2.02: (i) not later than 1:00 P.M. on the day that aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be made in the case of a an ABR Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Term Benchmark Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and ; (iv) in the case of a Borrowing consisting of LIBO Rate AdvancesTerm Benchmark Borrowing, the initial Interest Period and currency for each such Advance. Upon receipt of any such requestto be applicable thereto, which shall be a period contemplated by the Agent shall notify the Banks definition of the intended Borrowing term “Interest Period”; and (v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04. If no later than 2:00 P.M. on election as to the date such request for such Type of Borrowing is received by the Agent. At or before 3:00 P.M. on the date specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term Benchmark Borrowing, then the Borrower shall be made, in the case deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing Request in accordance with this Section 6.1 and Section, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank Lender shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Xxxxxx’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing. SECTION 2.04.

Requests for Borrowings. Each To request a Revolving Borrowing or ----------------------- Tranche C Incremental Term Borrowing, the relevant Borrower shall occur on written or telephonic request (confirmed immediately in writing) to notify the Administrative Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, request by telephone (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time (or if the request is delivered in London, 11:00 a.m., London time), three Business Days before the date of the proposed Borrowing consisting or (b) in the case of LIBO Rate Advancesan ABR Borrowing, initial Interest Period and currency for each such Advance. Upon receipt not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such request, notice of an -------- ABR Domestic Revolving Borrowing to finance the Agent shall notify the Banks reimbursement of the intended Borrowing no an LC Disbursement as contemplated by Section 2.5(e) may be given not later than 2:00 P.M. 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such request for such telephonic Borrowing is received Request shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in a form approved by the Agent. At or before 3:00 P.M. on Administrative Agent and (x) signed by the date the requested Borrowing is to be madeParent Borrower and, in the case of Borrowings by a Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower or (y) in the case of Borrowings by a Foreign Subsidiary Borrower, signed by the Parent Borrower or such Foreign Subsidiary Borrower, as specified by the Parent Borrower by prior written notice to the Administrative Agent. Each such telephonic and written Borrowing consisting Request shall specify the following information in compliance with Section 2.2: (i) the Borrower requesting such Borrowing (and be signed on behalf of Advances denominated in Dollars, such Borrower); (ii) the Class and before 11:00 A.M. Type of the requested Borrowing; (London timeiii) on the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto; (vi) the location and number of the relevant Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.6; and (vii) the currency of such Borrowing consisting (which shall be in dollars in the case of Advances denominated Term Loans, Domestic Revolving Loans and Swingline Loans, and otherwise shall be in dollars or a Qualified Global Currency). If no election as to the currency of a Global Revolving Borrowing is specified in any Committed Currencysuch notice, each Bank shall remit its Percentage of then the requested Borrowing shall be denominated in dollars. If no election as to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close Type of business on the day Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing if denominated in dollars or a Eurocurrency Borrowing if denominated in a Qualified Global Currency. If no Interest Period is specified with respect to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such requested Eurocurrency Borrowing, then the Agent may assume that such Bank has made such portion available relevant Borrower shall be deemed to the Agent on the date have selected an Interest Period of such one month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case relevant Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender's Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing.

Requests for Borrowings. (a) Each Borrowing shall occur on written or telephonic request (confirmed immediately in writing) Borrowing, each conversion of Loans from one Type to the Agent other, and each continuation of Benchmark Loans shall be made upon the Borrower’s notice to the Administrative Agent, which may be given by telephone (and which notice, in the case of a LIBO Rate Borrowing denominated in a Committed Currencythe initial Borrowing, to may be conditioned on the London Sub-Agent) from a person believed by occurrence of the Agent to be an officer of or other authorized representative for the BorrowerFunding Date). A request for a Borrowing Each such notice must be received by the Administrative Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) not later than (i) not later than 1:00 P.M. on 12:00 noon, New York City time, two (2) Business Days prior to the day that such requested date of any Borrowing is or continuation of Benchmark Loans denominated in Dollars or any conversion of ABR Loans to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or Benchmark Loans, and (ii) 11:00 a.m., New York City time, on the requested date of any Borrowing of ABR Loans (provided that any notice provided after 3:00 p.m., New York City time, on any day will be deemed to have been provided at 10:00 a.m., New York City time on the next Business Day); provided, however, that if the Borrower wishes to request Benchmark Loans (other than Benchmark Loans, if any, made on the Funding Date) having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. a.m. four Business Days prior to the requested date of such Borrowing (or such shorter period as the Administrative Agent may agree with respect to the Borrowing on the day Funding Date), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request (which notice may be conditioned on the occurrence of the Funding Date), appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Benchmark Loans shall be in an amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to ABR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing Request (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing of Loans, a conversion of Loans from one Type to the other, or a continuation of Benchmark Loans, (ii) whether the Advances comprising such Borrowing are to requested date of the Borrowing, conversion or continuation, as the case may be LIBO Rate Advances(which shall be a Business Day), (iii) aggregate the principal amount of such BorrowingLoans to be borrowed, and converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in the case of a Borrowing consisting Request or fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, ABR Loans. Any such automatic conversion to ABR Loans shall be effective as of LIBO Rate Advances, initial the last day of the Interest Period and currency for each such Advancethen in effect with respect to the applicable Benchmark Loans. Upon receipt If the Borrower requests a Borrowing of, conversion to, or continuation of Benchmark Loans in any such requestBorrowing Request, the Agent shall notify the Banks but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. one (London time1) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreementmonth.

Requests for Borrowings. Each To request a Revolving Borrowing or Term Borrowing, the Borrower shall occur on written or telephonic request (confirmed immediately in writing) to notify the Administrative Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, request in writing (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a EurodollarSOFR Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing consisting of LIBO Rate Advances(or, initial Interest Period and currency for each such Advance. Upon receipt in the case of any EurodollarSOFR Borrowing to be made on the Closing Date, one (1) Business Day) or (b) in the case of an ABR Borrowing, not later than 10:00 a.m., New York City time, one (1) Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall be signed by the Borrower substantially in the form of Exhibit S; provided that a Borrowing Request may state that such requestBorrowing Request is conditioned upon the occurrence of some other identifiable event or condition, including, but not limited to, the Acquisition, in which case such Borrowing Request may be revoked by the Borrower (by written notice to the Administrative Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. on or prior to the date such request for of such Borrowing pursuant to the Borrowing Request) if such condition is received by not satisfied. Each such written Borrowing Request shall specify the Agent. At or before 3:00 P.M. on the date following information: (i) whether the requested Borrowing is to be madea Revolving Borrowing, in the case of a Term Borrowing or a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. any other Class (London timespecifying the Class thereof); (ii) on the aggregate principal amount of such Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iv) whether such Borrowing is to be an ABR Borrowing or a EurodollarSOFR Borrowing; (v) in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such EurodollarSOFR Borrowing, the Agent may assume that such Bank has made such portion available initial Interest Period to be applicable thereto, which shall be a period contemplated by the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case definition of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.term “Interest Period”;

Requests for Borrowings. Each Borrowing To request a Borrowing, the Borrower shall occur on written or telephonic request (confirmed immediately in writing) to notify the Administrative Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, request by telephone (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Borrowing consisting of LIBO Rate AdvancesEurodollar Borrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such requestnot later than 3:00 p.m., New York City time, three (3) Business Days before the Agent shall notify the Banks date of the intended proposed Borrowing no (or such later than 2:00 P.M. on the date such request for such Borrowing is received agreed to by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, Administrative Agent in the case of any Eurodollar Borrowing to be made on the Effective Date) or (b) in the case of an ABR Borrowing, not later than 3:00 p.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic communication in PDF format to xxxxxxxxxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx or facsimile to the Administrative Agent of a written Borrowing consisting Request in the form attached hereto as Exhibit D or in another form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the amount and Type of Advances denominated in DollarsLoans to be borrowed, and before 11:00 A.M. (London timeii) on the date of such Borrowing, in the case of which shall be a Borrowing consisting of Advances denominated in any Committed CurrencyBusiness Day, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (iiii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor and (iv) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the interest rate applicable at Administrative Agent shall advise each Lender of the time to such Advances comprising such Borrowing details thereof and (ii) in of the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing.

Requests for Borrowings. Each To request a Revolving Borrowing or Term Borrowing, the Borrower shall occur on written or telephonic notify the Administrative Agent of such request by telephone (confirmed immediately in writinga) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed CurrencyEurodollar Borrowing, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day a.m., New York City time, three Business Days before the Business Day which is the first day date of the applicable Interest Period for such proposed Borrowing or (b) in the case of a an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing denominated in Dollars that is to bear interest initially (in whole or in partfinance the reimbursement of an LC Disbursement as contemplated by Section 2.5(e) at a LIBO Ratemay be given not later than 10:00 a.m., (y) 2:00 P.M. (London New York City time) , on the day three Business Days before the Business Day which is the first day date of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitmentsproposed Borrowing. Each such notice telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the requested following information in compliance with Section 2.2: (i) the Class and Type of the requested Borrowing; (ii) the aggregate amount of such Borrowing; (iii) the date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to which shall be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and a Business Day; (iv) in the case of a Borrowing consisting of LIBO Rate AdvancesEurodollar Borrowing, the initial Interest Period to be applicable thereto; and currency for each such Advance. Upon receipt of any such request, (v) the Agent shall notify the Banks location and number of the intended Borrowing Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.6. If no later than 2:00 P.M. on election as to the date such request for such Type of Borrowing is received by the Agent. At or before 3:00 P.M. on the date specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall be madedeemed to have selected an Interest Period of one month's duration, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Eurodollar Borrowing, in the case . Promptly following receipt of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case relevant Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender's Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing.

Requests for Borrowings. Each Borrowing Borrowing, each conversion from one Type to the other, and each continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans shall occur be made upon irrevocable notice by the applicable Borrower (or the Lead Borrower on written or telephonic request (confirmed immediately in writingbehalf of the relevant Borrower) to the Administrative Agent (and or in the case of a LIBO Rate Borrowing denominated in a Committed CurrencySwingline Loans, to the London Sub-Swingline Lender with a copy to the Administrative Agent). Each such notice must be in writing or by telephone (and promptly confirmed in writing) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing and must be received by the Administrative Agent (and or in the case of a LIBO Rate Advance denominated in a Committed CurrencySwingline Loans, to the London Sub-Swingline Lender with a copy to the Administrative Agent) (i) not later than (a) 1:00 P.M. on p.m. (i) two Business Days prior to the requested day that such Borrowing is to be made of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans denominated in Dollars (or one Business Day in the case of a any Borrowing that is of LIBO Rate Revolving Loans denominated in Dollars to bear interest initially at be made on the Floating Rate or Closing Date), (ii) not later than 11:00 A.M. on the day three four Business Days before prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans denominated in a currency other than Dollars (or one Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a any Borrowing of LIBO Rate Revolving Loans denominated in a currency other than Dollars that is to bear interest initially be made on the Closing Date) or (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London timeiii) on the day requested date of any Borrowing of ABR Revolving Loans (but excluding Swingline Loans) or Canadian Prime Rate Revolving Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent) or (b) 2:30 p.m. on the requested date of any Borrowing of Swingline Loans; provided, however, that if the applicable Borrower wishes to request LIBO Rate Revolving Loans or CDOR Revolving Loans having an Interest Period of other than one, two (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower (or the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 12:00 p.m. four (4) Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according prior to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, conversion or continuation (ii) or such later time as shall be reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the relevant Lenders of such request and determine whether the Advances comprising requested Interest Period is available to by all the relevant Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the applicable Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request or such Borrowing are to other form as may be LIBO Rate Advancesapproved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), (iii) aggregate amount appropriately completed and signed by a Responsible Officer of such Borrowing, Borrower. Each such telephonic and (iv) written Borrowing Request shall specify the following information in the case of a Borrowing consisting of LIBO Rate Advances, initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained compliance with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.2.02:

Requests for Borrowings. Each Borrowing shall occur on written or telephonic (a) The Borrower may request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by giving the Administrative Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such BorrowingRequest, and (iv) in the case of giving each Lender a Borrowing consisting of LIBO Rate Advancescopy thereof, initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of any Eurodollar Rate Loans or Conversion into or Continuation as Eurodollar Rate Loans, 12:00 p.m. New York time, three (3) Business Days prior to the Borrowerrequested date of such funding, the interest rate applicable at the time to such Advances comprising such Borrowing Conversion, or Continuation, which shall be a Business Day, and (ii) in the case of Alternative Base Rate Loans or Conversion into or Continuation as Alternative Base Rate Loans, 12:00 p.m. New York time on the Business Day of the requested date of such Bankfunding, Conversion, or Continuation, which shall be a Business Day. Any Borrowing Request received by the Administrative Agent or a Lender later than 12:00 p.m. New York time, shall be deemed to have been received thereby at the opening of business on the next Business Day. Each Borrowing Request shall be made by facsimile or other electronic means acceptable to the Administrative Agent, shall be signed by an Authorized Officer and shall be effective upon receipt by the Administrative Agent and each of the Lenders. Subject to Section 3.03(c) of this Agreement, unless the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders prior to 5:00 p.m., New York time, one (A1) Business Day prior to the NYFRB RateAdministrative Agent’s receipt of any Borrowing Request (in which event the provisions of Section 3.11 of this Agreement shall be applicable), each of the Lenders hereunder shall be obligated, regardless of whether it has affirmatively agreed to fund its Pro Rata Share of the related Revolving Borrowing, prior to 3:00 p.m., New York time, on the date such Revolving Loan is to be made, to make available to the Administrative Agent at the Administrative Agent’s Principal Office, in the case immediately available funds, an amount equal to such Lender’s Pro Rata Share of Advances denominated in Dollars or (B) the cost of funds incurred such Revolving Loan, multiplied by the Agent in respect amount of such amount Revolving Loan. After the Administrative Agent’s receipt of such funds and upon fulfillment of all applicable conditions precedent in Article VI hereof, the case of Advances denominated in Committed Currencies. If Administrative Agent will make such Bank shall repay funds available to the Agent such corresponding amountBorrower, such no later than close of business on that same Business Day, by crediting the amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes to the account of this Agreementthe Borrower more fully described in Schedule 3.03 hereto (in which the Collateral Agent shall have been granted a first priority (subject to Permitted Liens) perfected security interest).

Requests for Borrowings. Each Borrowing To request a Borrowing, the Borrower shall occur on written or telephonic request (confirmed immediately in writing) to notify the Administrative Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, request by telephone (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Borrowing consisting of LIBO Rate AdvancesEurodollar Borrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such requestnot later than 11:00 a.m., three Business Days before the Agent shall notify the Banks date of the intended proposed Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, (b) in the case of an ABR Borrowing, not later than 11:00 a.m., on the date of the proposed Borrowing (so long as such date is a Business Day); provided that no such notice shall be required for any deemed request of an ABR Borrowing consisting to finance the reimbursement of Advances denominated an LC Disbursement as contemplated by Section 2.06(e). Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in Dollars, a form approved by the Administrative Agent and before 11:00 A.M. (London time) on signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.04: the aggregate amount of the requested Borrowing; the date of such Borrowing, which shall be a Business Day; whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing consisting of Advances denominated in any Committed Currencyis specified, each Bank shall remit its Percentage of then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the any requested Borrowing is to be madeEurodollar Borrowing, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of then the Borrower may agree in writingshall be deemed to have selected an Interest Period of one month’s duration. Any Promptly following receipt of a Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing.

Requests for Borrowings. Each Borrowing To request a Borrowing, the Borrower shall occur on written or telephonic notify the Administrative Agent of such request by telephone (confirmed immediately in writinga) to the Agent (and in the case of a LIBO Rate Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two Business Days before the date of the proposed Borrowing denominated in a Committed Currency, to the London Sub-Agentor (b) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a LIBO Rate Advance denominated written Borrowing Request in a Committed Currency, to form approved by the London Sub-Agent) Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with this Section 2.03: (i) not later than 1:00 P.M. on the day that aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be made in the case of a an ABR Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Eurodollar Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and ; (iv) in the case of a Borrowing consisting of LIBO Rate AdvancesEurodollar Borrowing, the initial Interest Period and currency for each such Advance. Upon receipt of any such requestto be applicable thereto, which shall be a period contemplated by the Agent shall notify the Banks definition of the intended Borrowing term “Interest Period”; and (v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04. If no later than 2:00 P.M. on election as to the date such request for such Type of Borrowing is received by the Agent. At or before 3:00 P.M. on the date specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be made, in the case deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreement.the requested Borrowing. SECTION 2.04

Requests for Borrowings. Each Borrowing shall occur on written or telephonic request (confirmed immediately in writingwriting by delivering to the Agent a Borrowing Request) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person Person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) not later than (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate Rate, or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Adjusted Term SOFR Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency be made on the same day by the Appropriate Banks ratably according to their respective Appropriate Commitments. Each such notice of a Borrowing Request shall specify the requested (i) the requested date of such Borrowing, (ii) the Facility under which such Borrowing is being requested, (iii) whether the Advances comprising such Borrowing are to be LIBO Rate Term Benchmark Advances, (iiiiv) the aggregate amount of such Borrowing, and (ivv) in the case of a Borrowing consisting of LIBO Rate Term Benchmark Advances, the initial Interest Period and currency for each such Advance. Upon receipt of any such requestBorrowing Request, the Agent shall notify the Appropriate Banks of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing Request is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Appropriate Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's ’s Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate Term Benchmark shall also be subject to all conditions set forth in Section 5.2 4.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 5.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Overnight Bank Funding Rate, in the case of Advances denominated in Dollars plus any administrative, processing or (B) the cost of funds incurred similar fees customarily charged by the Agent in respect of such amount in connection with the case of Advances denominated in Committed Currenciesforegoing. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Appropriate Advance as part of such Borrowing for purposes of this Agreement. A notice of the Agent to any Bank or the Borrower with respect to any amount owing under this paragraph shall be conclusive, absent manifest error.

Requests for Borrowings. Each Borrowing shall occur on written or telephonic request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. 11:00 a.m. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. a.m. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 4:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Revolving Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Revolving Borrowing Minimum or a multiple thereof and shall consist of Revolving Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Revolving Borrowing shall specify the requested (i) date of such Revolving Borrowing, (ii) whether the Advances comprising such Revolving Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Revolving Borrowing, and (iv) in the case of a Revolving Borrowing consisting of LIBO Rate Advances, initial Interest Period and currency for each such Revolving Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. 12:00 noon on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. 2:00 p.m. on the date the requested Borrowing is to be made, in the case of a Revolving Borrowing consisting of Revolving Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Revolving Borrowing, in the case of a Revolving Borrowing consisting of Revolving Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's ’s Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Revolving Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Federal Funds Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Revolving Advance as part of such Borrowing for purposes of this Agreement.

Requests for Borrowings. Each Borrowing shall occur on written or telephonic To request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by of Domestic Revolving Loans, Global Revolving Loans, the Delayed Draw Term Loan A or an Incremental Term Loan Borrowing, the relevant Borrower shall notify the Administrative Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, request by telephone (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Eurocurrency Borrowing consisting of LIBO Rate Advancesdenominated in Dollars, initial Interest Period and currency for each such Advance. Upon receipt of any such requestnot later than 11:00 a.m., New York City time three Business Days before the Agent shall notify the Banks date of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be madeproposed Borrowing, (b) in the case of a Eurocurrency Borrowing consisting of Advances denominated in a Qualified Global Currency (other than Dollars, in which case the notice requirements of the foregoing clause (a) shall apply), not later than 11:00 a.m., New York City time four Business Days before the date of the proposed Borrowing or (c) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the Business Day of the proposed Borrowing; provided that any such notice of a Borrowing of ABR Domestic Revolving Loans to finance the reimbursement of an LC Disbursement as contemplated by Section 2.5(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and before 11:00 A.M. shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and (London timex) signed by the Parent Borrower or (y) in the case of Borrowings by a Foreign Subsidiary Borrower, signed by the Parent Borrower or such Foreign Subsidiary Borrower, as specified by the Parent Borrower by prior written notice to the Administrative Agent. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.2: (i) the applicable Borrower requesting such Borrowing (and be signed on behalf of such Borrower); (ii) the Class and Type of the requested Borrowing; (iii) the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Eurocurrency Borrowing, the Agent may assume that such Bank has made such portion available initial Interest Period to be applicable thereto; (vi) the Agent on location and number of the date relevant Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.7; and (vii) the currency of such Borrowing (which shall be in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) Dollars in the case of the BorrowerDelayed Drawn Term Loan A, any Incremental Term Loans, Domestic Revolving Loans and Swingline Loans, and otherwise shall be in Dollars or a Qualified Global Currency). If no election as to the interest rate applicable at currency of a Borrowing of Global Revolving Loans is specified in any such notice, then the time requested Borrowing shall be denominated in Dollars. If no election as to such Advances comprising such the Type of Borrowing and (ii) in is specified, then the case of such Bank, (A) the NYFRB Rate, in the case of Advances requested Borrowing shall be an ABR Borrowing if denominated in Dollars or (B) a Eurocurrency Borrowing if denominated in a Qualified Global Currency. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the cost relevant Borrower shall be deemed to have selected an Interest Period of funds incurred by one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent in respect shall advise each relevant Lender of the details thereof and of the amount of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing.

Requests for Borrowings. Each (a) To request a Borrowing (other than a Borrowing of Swingline Loans), the applicable Borrower (or the Company on behalf of the applicable Borrower) shall occur on written notify the Administrative Agent, which notice may be given by a Borrowing Request or telephone (provided that any telephonic request (notice must be confirmed immediately in writing) by delivery to the Administrative Agent of a Borrowing Request), not later than 11:00 a.m., (and a) in the case of a LIBO Eurocurrency Rate Borrowing denominated in a Committed CurrencyBorrowing, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent three Business Days (and or, in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Term Loan Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days Closing Date, such shorter period as may be agreed by the Administrative Agent) before the Business Day which is the first day date of the applicable Interest Period for proposed Borrowing (or such Borrowing shorter period of time as may be agreed to by the Administrative Agent and the Lenders), (b) in the case of a Borrowing denominated in Dollars that is to bear interest initially an Alternative Currency (in whole or in part) at other than a LIBO RateSpecial Notice Currency), (y) 2:00 P.M. (London time) on the day three four Business Days before the Business Day which is the first day date of the applicable Interest Period for proposed Borrowing (or such Borrowing shorter period of time as may be agreed to by the Administrative Agent and the Multicurrency Tranche Revolving Lenders), (c) in the case of a Borrowing denominated in a Special Notice Currency, five Business Days before the date of the proposed Borrowing (or such shorter period of time as may be agreed to by the Administrative Agent and the Multicurrency Tranche Revolving Lenders), and (d) on the requested date of any Committed Currency. Each Base Rate Borrowing denominated (or such shorter period of time as may be agreed to by the Administrative Agent and the Lenders); provided that if any Borrower wishes to request Eurocurrency Rate Loans or Alternative Currency Term Rate Loans having an Interest Period other than one, three or six months in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing duration as provided in the definition of “Interest Period,” the applicable notice must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day received by the Banks ratably according Administrative Agent at least one Business Day earlier than that otherwise provided in this Section 2.03(a), whereupon the Administrative Agent shall give prompt notice to their respective Commitments. Each the Lenders of such notice of a Borrowing shall specify request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans, or (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, four Business Days (iii) aggregate amount of such Borrowing, and (iv) or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing consisting of LIBO Rate Advances, initial Interest Period and currency for each such Advance. Upon receipt of any such requestLoans denominated in Alternative Currencies, the Administrative Agent shall notify the Banks of applicable Borrower (which notice may be by telephone) whether or not the intended requested Interest Period has been consented to by all the Lenders. Each such Borrowing no later than 2:00 P.M. Request shall be irrevocable, except that a Borrowing Request may be conditioned on the date occurrence of any subsequent event (including a Permitted Acquisition or other Investment), in which case, such request for such Borrowing is received notice may be revoked by the Agent. At applicable Borrower (by written notice to the Administrative Agent on or before 3:00 P.M. on the date the requested Borrowing is prior to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, funding) if such event does not occur. Each such written Borrowing Request shall specify the following information in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained compliance with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.2.02:

Requests for Borrowings. Each Borrowing Borrowing, each conversion from one Type to the other, and each continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans shall occur be made upon irrevocable notice by the applicable Borrower (or the Lead Borrower on written behalf of the relevant Borrower) to the Administrative Agent. Each such notice must be in writing or telephonic request by telephone (and promptly confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Administrative Agent not later than 1:00 p.m. (and i) three Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans denominated in Dollars (or one Business Day in the case of a any Borrowing of LIBO Rate Advance Loans denominated in Dollars to be made on the Closing Date), (ii) four Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans denominated in a Committed Currency, to the London Sub-Agent) currency other than Dollars (i) not later than 1:00 P.M. on the day that such Borrowing is to be made or one Business Day in the case of any Borrowing of LIBO Rate Loans denominated in a Borrowing that is currency other than Dollars to bear interest initially at be made on the Floating Rate Closing Date) or (iiiii) on the requested date of any Borrowing of ABR Revolving Loans or Canadian Prime Rate Revolving Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Revolving Loans or CDOR Revolving Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower (or the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 11:00 A.M. on the day three 12:00 p.m. four Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is prior to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the relevant Lenders of such request and determine whether the Advances comprising such requested Interest Period is available to by all the relevant Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing are by the applicable Borrower pursuant to this Section 2.03 shall be LIBO Rate Advancesdelivered to the Administrative Agent in the form of a written Borrowing Request, (iii) aggregate amount appropriately completed and signed by a Responsible Officer of such Borrowing, Borrower. Each such telephonic and (iv) written Borrowing Request shall specify the following information in the case of a Borrowing consisting of LIBO Rate Advances, initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained compliance with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.2.02:

Requests for Borrowings. Each Borrowing (a) To request a Borrowing, the Borrower shall occur on written notify the Administrative Agent of such request by telephone, facsimile or telephonic request electronic mail (confirmed immediately in writingi) to the Agent (and in the case of a LIBO Rate Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing denominated (except as provided in a Committed Currency, to the London Sub-AgentSection 2.03(b)) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and, if made telephonically, shall be confirmed promptly, by hand delivery, facsimile or electronic mail of a LIBO Rate Advance denominated written Borrowing Request in a Committed Currencyform approved by the Administrative Agent and be executed by a Managing Director of the Borrower or another authorized borrowing representative of the Borrower, as notified by the Borrower to the London Sub-Agent) Administrative Agent from time to time. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) not later than 1:00 P.M. on the day that aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be made in the case of a an ABR Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Eurodollar Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and ; (iv) in the case of a Borrowing consisting of LIBO Rate AdvancesEurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and currency for each such Advance(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. Upon If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of any such requesta Borrowing Request in accordance with this Section, the 21 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) The Borrower may request a Eurodollar Borrowing having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period” by notifying the Administrative Agent not later than 11:00 a.m., New York City time, four Business Days prior to the requested date of such Borrowing having such Interest Period, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them; and not later than 8:00 a.m., New York City time, on the Business Day after receiving such request from the Borrower, the Administrative Agent shall notify the Banks Borrower whether or not the requested Interest Period has been agreed to by all the Lenders. If such requested Interest Period is so approved by all of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be madeLenders, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any thereafter from time to time elect to make Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Requests under Section 5.2 hereof. Unless 2.03(a) and Interest Election Requests under Section 2.06(c) designating such Interest Period, until the Administrative Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to notifies the Borrower on that the Required Lenders have elected to revoke such date a corresponding amountapproval. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.Section 2.04 [

Requests for Borrowings. Each To request a Borrowing, the Borrower Representative shall notify the Administrative Agent of such request either in writing (delivered by hand or email as a PDF document) by delivering a Borrowing shall occur on written Request signed by a Responsible Officer of the Borrower Representative or telephonic request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currencythrough Electronic System, to the London Sub-Agent) from a person believed if arrangements for doing so have been approved by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Administrative Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Eurodollar Borrowing consisting of LIBO or a CDOR Rate AdvancesBorrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such requestnot later than 10:00 a.m., Chicago time, three Business Days before the Agent shall notify the Banks date of the intended proposed Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, (b) in the case of an ABR Borrowing or a Canadian Prime Rate Borrowing, not later than noon, Chicago time, on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing consisting or a Canadian Prime Rate Borrowing to finance the reimbursement of Advances denominated an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 9:00 a.m., Chicago time, on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable. Each such Borrowing Request shall specify the following information in Dollars, compliance with Section 2.01: (i) the aggregate amount of the requested Borrowing and before 11:00 A.M. a breakdown of the separate wires comprising such Borrowing; (London timeii) on name of the applicable Borrower(s); (iii) the date of such Borrowing, which shall be a Business Day; (iv) whether such Borrowing is to be an ABR Borrowing, a Canadian Prime Rate Borrowing, a Eurodollar Borrowing or a CDOR Rate Borrowing; and (v) in the case of a Eurodollar Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO CDOR Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period.” If no election as to the Agent on Type of Revolving Borrowing is specified, then the date of such requested Revolving Borrowing shall be an ABR Borrowing if denominated in accordance with this Section 6.1 dollars and the Agent may, a Canadian Prime Rate Borrowing if denominated in reliance upon such assumption, make available to the Borrower on such date a corresponding amountCanadian dollars. If and no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the extent that such Bank applicable Borrower(s) shall not be deemed to have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case selected an Interest Period of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currenciesone month’s duration. If such Bank shall repay no Interest Period is specified with respect to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.any requested 35

Requests for Borrowings. Each (a) To request a Domestic Revolving Borrowing or Ex-Im Borrowing, the Borrower Representative shall occur on written notify the Administrative Agent of such request either in writing (delivered by hand or telephonic request (confirmed immediately in writingfacsimile) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed form approved by the Administrative Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received and signed by the Agent Borrower Representative or by telephone (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Eurodollar Borrowing consisting of LIBO Rate Advancesnot later than 10:00 a.m., initial Interest Period and currency for each such Advance. Upon receipt of any such requestChicago time, three Business Days before the Agent shall notify the Banks date of the intended proposed Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, (b) in the case of a CBFR Borrowing consisting not later than noon, Chicago time, on the date of Advances denominated the proposed Borrowing; provided that any such notice of a CBFR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) must be given not later than 9:00 a.m., Chicago time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request in Dollars, a form approved by the Administrative Agent and before 11:00 A.M. signed by the Borrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01: (London timei) on the aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a CBFR Borrowing or a Eurodollar Borrowing; (iv) whether such Borrowing is to be a Domestic Revolving Borrowing or an Ex-Im Borrowing; (v) the identity of the applicable Borrower; and (vi) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period.” If no election as to the Type of Domestic Revolving Borrowing consisting of Advances denominated in any Committed Currencyor Ex-Im Borrowing is specified, each Bank shall remit its Percentage of then the requested Borrowing shall be a CBFR Borrowing. If no Interest Period is specified with respect to the Agent at any requested Eurodollar Borrowing, then the applicable Agent's Account in immediately available fundsBorrower shall be deemed to have selected an Interest Period of one month’s duration. Prior to the close Promptly following receipt of business on the day the requested a Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing Request in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the BorrowerSection, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.advise each Domestic Revolving Lender or

Requests for Borrowings. Each Borrowing To request a Borrowing, the Borrower shall occur on written or telephonic request (confirmed immediately in writing) to notify the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, request by telephone (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Borrowing consisting of LIBO Rate AdvancesEurodollar Borrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such requestnot later than 12:00 noon, New York City time, three Business Days before the Agent shall notify the Banks date of the intended proposed Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Agent of a written Borrowing consisting Request in a form approved by the Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: the aggregate amount of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the requested Borrowing; the date of such Borrowing, which shall be a Business Day; whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and the location and number of the Borrower’s account (or such other account as the Borrower may specify) to which funds are to be disbursed, which shall comply with the requirements of Section 2.04. If no election as to the Type of Borrowing consisting of Advances denominated in any Committed Currencyis specified, each Bank shall remit its Percentage of then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Agent at the applicable Agent's Account Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be madeaccordance with this Section, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer advise each Lender of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless details thereof and of the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion amount of such Borrowing, the Agent may assume that such Bank has Lender’s Loan to be made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreementthe requested Borrowing.

Requests for Borrowings. Each Borrowing To request a Borrowing, the Administrative Borrower shall occur on written or telephonic notify the Administrative Agent of such request by telephone (confirmed immediately in writingor, if permitted by Administrative Agent, by request posted to Administrative Agent’s StuckyNET system) to the Agent (and a) in the case of a LIBO Rate Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing denominated in a Committed Currency, to the London Sub-Agentor (b) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the day of the proposed Borrowing. Each such telephonic (or posted) Borrowing Request shall be irrevocable and the Administrative Borrower agrees to promptly confirm any such telephonic request by hand delivery, facsimile or Electronic Transmission to the Administrative Agent of a LIBO Rate Advance denominated written Borrowing Request in a Committed Currency, to form approved by the London Sub-Agent) Administrative Agent and signed by the Administrative Borrower. Each such Borrowing Request shall specify the following information in compliance with Sections 2.01 and 2.02: (i) not later than 1:00 P.M. on the day that aggregate amount of the requested Borrowing, which amount shall be based upon and consistent with the then-current cash needs of the Borrower to be specifically set forth in the Borrowing Request; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be made in the case of a an ABR Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Eurodollar Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and ; (iv) in the case of a Borrowing consisting of LIBO Rate AdvancesEurodollar Borrowing, the initial Interest Period and currency for each such Advance. Upon receipt of any such requestto be applicable thereto, which shall be a period contemplated by the Agent shall notify the Banks definition of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, term “Interest Period”; (v) in the case of a Borrowing consisting of Advances denominated in DollarsRevolving Borrowing, and before 11:00 A.M. the Availability (London time) on the date of after giving effect to such Borrowing); and (vi) if not a conversion or continuance, in the case Borrower to whom the proceeds from such Borrowing are to be disbursed. If no election as to the Type of a Borrowing consisting of Advances denominated in any Committed Currencyis specified, each Bank shall remit its Percentage of then the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to shall be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such an ABR Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and no Interest Period is specified with respect to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.any requested Eurodollar

Requests for Borrowings. Each To request a Revolving Borrowing shall occur on written or telephonic request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and Term Loan Borrowing, the relevant Borrower shall consist of Advances in notify the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date Administrative Agent of such Borrowing, request by telephone (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time (or if the request is delivered in London, 11:00 a.m., London time), three Business Days before the date of the proposed Borrowing consisting or (b) in the case of LIBO Rate Advancesan ABR Borrowing, initial Interest Period and currency for each such Advance. Upon receipt not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such request, notice of an ABR Domestic Revolving Borrowing to finance the Agent shall notify the Banks reimbursement of the intended Borrowing no an LC Disbursement as contemplated by Section 2.5(e) may be given not later than 2:00 P.M. 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such request for such telephonic Borrowing is received Request shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in a form approved by the Agent. At or before 3:00 P.M. on Administrative Agent and (x) signed by the date the requested Borrowing is to be madeParent Borrower and, in the case of Borrowings by a Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower or (y) in the case of Borrowings by a Foreign Subsidiary Borrower, signed by the Parent Borrower or such Foreign Subsidiary Borrower, as specified by the Parent Borrower by prior written notice to the Administrative Agent. Each such telephonic and written Borrowing consisting Request shall specify the following information in compliance with Section 2.2: (i) the Borrower requesting such Borrowing (and be signed on behalf of Advances denominated in Dollars, such Borrower); (ii) the Class and before 11:00 A.M. Type of the requested Borrowing; (London timeiii) on the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto; (vi) the location and number of the relevant Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.7; and (vii) the currency of such Borrowing consisting (which shall be in Dollars in the case of Advances denominated Term Loans, Domestic Revolving Loans and Swingline Loans, and otherwise shall be in Dollars or a Qualified Global Currency). If no election as to the currency of a Global Revolving Borrowing is specified in any Committed Currencysuch notice, each Bank shall remit its Percentage of then the requested Borrowing shall be denominated in Dollars. If no election as to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close Type of business on the day Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing if denominated in Dollars or a Eurocurrency Borrowing if denominated in a Qualified Global Currency. If no Interest Period is specified with respect to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such requested Eurocurrency Borrowing, then the Agent may assume that such Bank has made such portion available relevant Borrower shall be deemed to the Agent on the date have selected an Interest Period of such one month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case relevant Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender's Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing.

Requests for Borrowings. Each Borrowing shall occur on written or telephonic (a) The Borrower may request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by giving the Administrative Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such BorrowingRequest, and (iv) in the case of giving each Lender a Borrowing consisting of LIBO Rate Advancescopy thereof, initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of any Eurodollar Rate Loans or Conversion into or Continuation as Eurodollar Rate Loans, 12:00 p.m. New York time, three (3) Business Days prior to the Borrowerrequested date of such funding, the interest rate applicable at the time to such Advances comprising such Borrowing Conversion, or Continuation, which shall be a Business Day, and (ii) in the case of Alternative Base Rate Loans or Conversion into or Continuation as Alternative Base Rate Loans, 12:00 p.m. New York time on the Business Day of the requested date of such Bankfunding, Conversion, or Continuation, which shall be a Business Day. Any Borrowing Request received by the Administrative Agent or a Lender later than 12:00 p.m. New York time, shall be deemed to have been received thereby at the opening of business on the next Business Day. Each Borrowing Request shall be made by facsimile or other electronic means acceptable to the Administrative Agent, shall be signed by an Authorized Officer and shall be effective upon receipt by the Administrative Agent and each of the Lenders. Subject to Section 3.03(c) of this Agreement, unless the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders prior to 5:00 p.m., New York time, one (A1) Business Day prior to the NYFRB RateAdministrative Agent's receipt of any Borrowing Request (in which event the provisions of Section 3.11 of this Agreement shall be applicable), each of the Lenders hereunder shall be obligated, regardless of whether it has affirmatively agreed to fund its Pro Rata Share of the related Revolving Borrowing, prior to 3:00 p.m., New York time, on the date such Revolving Loan is to be made, to make available to the Administrative Agent at the Administrative Agent's Principal Office, in the case immediately available funds, an amount equal to such Lender's Pro Rata Share of Advances denominated in Dollars or (B) the cost of funds incurred such Revolving Loan, multiplied by the Agent in respect amount of such amount Revolving Loan. After the Administrative Agent's receipt of such funds and upon fulfillment of all applicable conditions precedent in Article VI hereof, the case of Advances denominated in Committed Currencies. If Administrative Agent will make such Bank shall repay funds available to the Agent such corresponding amountBorrower, such no later than close of business on that same Business Day, by crediting the amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes to the account of this Agreementthe Borrower more fully described in Schedule 3.03 hereto (in which the Collateral Agent shall have been granted a first priority (subject to Permitted Liens) perfected security interest).

Requests for Borrowings. Each Borrowing To request a Borrowing, the Company shall occur on written notify the Administrative Agent of such request either in writing (delivered by hand or telephonic request (confirmed immediately in writingfacsimile) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed form approved by the Administrative Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received and signed by the Agent Company or by telephone (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Borrowing consisting of LIBO Rate AdvancesLIBOR Borrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such requestnot later than 1:00 p.m., New York, New York time, three Business Days before the Agent shall notify the Banks date of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At proposed Borrowing, or before 3:00 P.M. on the date the requested Borrowing is to be made, (b) in the case of an ABR Borrowing, not later than 1:00 p.m., New York, New York time, on the day of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 1:00 p.m., New York, New York time on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing consisting of Advances denominated Request in Dollars, a form approved by the Administrative Agent and before 11:00 A.M. signed by the Company. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.03: (London timei) the Borrower(s) on whose behalf the Company is requesting such Borrowing; (ii) the aggregate amount of such Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iv) whether such Borrowing is to be an ABR Borrowing or a LIBOR Borrowing; (v) in the case of a LIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (vi) the location and number of the Borrowers’ account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06. If no election as to the Type of Borrowing consisting of Advances denominated is specified with respect to a Borrowing in any Committed CurrencyDollars, each Bank shall remit its Percentage of then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the any requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such LIBOR Borrowing, then the Agent may assume that such Bank has made such portion available Borrowers shall be deemed to the Agent on the date have selected an Interest Period of such one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, applicable Lenders of the interest rate applicable at details thereof and of the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing.

Requests for Borrowings. Each To request a Revolving Borrowing or Term Borrowing, the Borrower shall occur on written or telephonic request (confirmed immediately in writing) to notify the First Lien Administrative Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, request by telephone (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Borrowing consisting of LIBO Rate AdvancesEurodollar Borrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no not later than 2:00 P.M. p.m., New York City time (or London, England time in the case of any Eurodollar Revolving Borrowing or RFR Borrowing in an Alternative Currency (other than Canadian Dollars)), three (3) Business Days before the date of the proposed Borrowing (or, in the case of any Eurodollar Borrowing to be made on the date Effective Date, one (1) Business Day) or (b) in the case of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the Business Day prior to the proposed Borrowing. Each such request for such telephonic Borrowing is received Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the First Lien Administrative Agent of a written Borrowing Request signed by the Agent. At or before 3:00 P.M. on Borrower substantially in the date form of Exhibit Q. Each such telephonic and written Borrowing Request shall specify the following information: (i) whether the requested Borrowing is to be madea Revolving Borrowing, in the case of a Term Borrowing or a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. any other Class (London timespecifying the Class thereof); (ii) on the aggregate amount of such Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (v) in the case of a Eurodollar Borrowing consisting of Advances denominated in any Committed Currencyor RFR Borrowing, each Bank the initial Interest Period to be applicable thereto, which shall remit its Percentage be a period contemplated by the definition of the requested Borrowing to term “Interest Period”; (vi) the Agent at the applicable Agent's Account in immediately available funds. Prior to the close location and number of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained or accounts to which funds are to be disbursed, which shall comply with the Agent or in such other manner as the Agent and any officer requirements of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing2.06, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rateor, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.any ABR Revolving -63-

Requests for Borrowings. Each Borrowing To request a Borrowing, the Borrower shall occur on written or telephonic notify the Administrative Agent of such request by telephone (confirmed immediately in writinga) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed CurrencyEurodollar Borrowing, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent not later than 11:00 a.m., New York City timeLocal Time, three Business Days (and in the case of a LIBO Rate Advance Eurodollar Borrowing denominated in dollars) or four Business Days (in the case of a Eurodollar Borrowing denominated in a Committed Foreign Currency), to before the London Sub-Agentdate of the proposed Borrowing or (b) (i) in the case of an ABR Borrowing, not later than 1:00 P.M. 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the day that date of the proposed Borrowing, and any notice of a Swingline Loan Borrowing shall be made in accordance with Section 2.05(b). Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request and signed by an Authorized Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: the aggregate amount of the requested Borrowing, and whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing; the date of such Borrowing, which shall be a Business Day; ny-11773361177179 whether such Borrowing is to be made an ABR Borrowing or a Eurodollar Borrowing; in the case of a Borrowing that is Eurodollar Borrowing, the Agreed Currency and the initial Interest Period to bear interest initially at be applicable thereto, which shall be a period contemplated by the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day definition of the applicable term “Interest Period for such Period”; and the location and account number to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specified, then, in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Ratedollars, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable requested Borrowing shall be an ABR Borrowing. If no Interest Period for such Borrowing in is specified with respect to any requested Eurodollar Borrowing, then the case Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Advances, initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing.

Requests for Borrowings. Each (a) To request a Revolving Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a “Borrowing shall occur on written or telephonic request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-AgentNotice”) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (ivA) in the case of a Borrowing consisting of LIBO Rate AdvancesEurocurrency Borrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such requestnot later than 11:00 a.m., New York City time (or if the Agent shall notify request is delivered in London, 11:00 a.m., London time), three Business Days before the Banks date of the intended proposed Borrowing no later than 2:00 P.M. on (or if the request is delivered in London, four Business Days before the date such request for such Borrowing is received by of the Agent. At proposed Borrowing) or before 3:00 P.M. on the date the requested Borrowing is to be made, (B) in the case of a Adjusted Prime Rate Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of the proposed Borrowing; provided that any such notice of a Adjusted Prime Rate Borrowing consisting to finance the reimbursement of Advances denominated an LC Disbursement as contemplated by Section 3.5 may be given not later than 9:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Notice shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Notice in Dollars, a form reasonably approved by the Administrative Agent. Each such telephonic and before 11:00 A.M. written Borrowing Notice shall specify the following information in compliance with Section 2.6; (London timei) on the Borrower requesting such Borrowing; (ii) the Class and Type of the requested Borrowing; (iii) the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto; (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.6; and (vii) the currency of such Borrowing consisting (which shall be in Dollars in the case of Advances Domestic Revolving Loans and Swingline Loans, and Competitive Bid Loans, and otherwise shall be in a Qualified Global Currency). If no election as to the currency of a Global Revolving Borrowing is specified in any such notice, then the requested Borrowing shall be denominated in Dollars. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Adjusted Prime Rate Borrowing if denominated in Dollars or a Eurocurrency Borrowing if denominated in a Qualified Foreign Global Currency. If no Interest Period is specified with respect to any Committed Currencyrequested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Notice in accordance with this Section, the Administrative Agent shall advise each Bank shall remit its Percentage relevant Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. The Borrower shall also deliver together with each Borrowing to Notice the Agent at the applicable Agent's Account compliance certificate required in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained Section 5.2 and otherwise comply with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereoffor Borrowings. Unless the Agent Not later than 1:00 p.m. (New York City time) on each Borrowing Date, each Lender shall have received notice from a Bank prior make available its Loan or Loans, in funds immediately available in New York City to the time of any Borrowing that such Bank Administrative Agent. Administrative Agent will not promptly make the funds so received from the Lenders available to the Agent such Bank’s ratable portion of such BorrowingBorrower. Not later than 1:00 p.m. (London time) on each Borrowing Date for Loans in Qualified Foreign Global Currency, the Agent may assume that such Bank has made such portion each Lender shall make available its Loan or Loans, in funds immediately available to the Administrative Agent. Administrative Agent on will promptly make the date of such Borrowing in accordance with this Section 6.1 and funds so received from the Agent may, in reliance upon such assumption, make Lenders available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.

Requests for Borrowings. Each To request a Revolving Borrowing shall occur on written or telephonic request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and Term Loan Borrowing, the relevant Borrower shall consist of Advances in notify the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date Administrative Agent of such Borrowing, request by telephone (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time (or if the request is delivered in London, 11:00 a.m., London time), three Business Days before the date of the proposed Borrowing consisting or (b) in the case of LIBO Rate Advancesan ABR Borrowing, initial Interest Period and currency for each such Advance. Upon receipt not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such request, notice of an ABR Domestic Revolving Borrowing to finance the Agent shall notify the Banks reimbursement of the intended Borrowing no an LC Disbursement as contemplated by Section 2.5(e) may be given not later than 2:00 P.M. 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such request for such telephonic Borrowing is received Request shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in a form approved by the Agent. At or before 3:00 P.M. on Administrative Agent and (x) signed by the date the requested Borrowing is to be madeParent Borrower and, in the case of Borrowings by a Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower or (y) in the case of Borrowings by a Foreign Subsidiary Borrower, signed by the Parent Borrower or such Foreign Subsidiary Borrower, as specified by the Parent Borrower by prior written notice to the Administrative Agent. Each such telephonic and written Borrowing consisting Request shall specify the following information in compliance with Section 2.2: (i) the Borrower requesting such Borrowing (and be signed on behalf of Advances denominated in Dollars, such Borrower); (ii) the Class and before 11:00 A.M. Type of the requested Borrowing; (London timeiii) on the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto; (vi) the location and number of the relevant Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.7; and (vii) the currency of such Borrowing consisting (which shall be in Dollars in the case of Advances denominated Term Loans, Domestic Revolving Loans and Swingline Loans, and otherwise shall be in Dollars or a Qualified Global Currency). If no election as to the currency of a Global Revolving Borrowing is specified in any Committed Currencysuch notice, each Bank shall remit its Percentage of then the requested Borrowing shall be denominated in Dollars. If no election as to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close Type of business on the day Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing if denominated in Dollars or a Eurocurrency Borrowing if denominated in a Qualified Global Currency. If no Interest Period is specified with respect to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such requested Eurocurrency Borrowing, then the Agent may assume that such Bank has made such portion available relevant Borrower shall be deemed to the Agent on the date have selected an Interest Period of such one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case relevant Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing.

Requests for Borrowings. Each To request a Revolving Borrowing or Tranche C Term Borrowing, the Borrower shall occur on written or telephonic notify the Administrative Agent of such request by telephone (confirmed immediately in writinga) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed CurrencyEurodollar Borrowing, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day a.m., New York City time, three Business Days before the Business Day which is the first day date of the applicable Interest Period for such proposed Borrowing or (b) in the case of a an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing denominated in Dollars that is to bear interest initially (in whole or in partfinance the reimbursement of an LC Disbursement as contemplated by Section 2.5(e) at a LIBO Ratemay be given not later than 10:00 a.m., (y) 2:00 P.M. (London New York City time) , on the day three Business Days before the Business Day which is the first day date of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitmentsproposed Borrowing. Each such notice telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the requested following information in compliance with Section 2.2: (i) the Class and Type of the requested Borrowing; (ii) the aggregate amount of such Borrowing; (iii) the date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to which shall be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and a Business Day; (iv) in the case of a Borrowing consisting of LIBO Rate AdvancesEurodollar Borrowing, the initial Interest Period to be applicable thereto; and currency for each such Advance. Upon receipt of any such request, (v) the Agent shall notify the Banks location and number of the intended Borrowing Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.6. If no later than 2:00 P.M. on election as to the date such request for such Type of Borrowing is received by the Agent. At or before 3:00 P.M. on the date specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall be madedeemed to have selected an Interest Period of one month's duration, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Eurodollar Borrowing, in the case . Promptly following receipt of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case relevant Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender's Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing.

Requests for Borrowings. Each To request a Revolving Borrowing or Term Borrowing, the Borrower shall occur on written or telephonic notify the Administrative Agent of such request by telephone (confirmed immediately in writing) to the Agent (and in the case of other than a LIBO Rate request for any Borrowing denominated in a Committed Permitted Foreign Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A which request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to shall be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or writing) (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Eurocurrency Borrowing consisting denominated in dollars or a EURIBOR Borrowing, not later than 11:00 a.m., Local Time, three Business Days before the date of LIBO Rate Advancesthe proposed Borrowing, initial Interest Period and currency for each such Advance. Upon receipt (b) in the case of a Eurocurrency Borrowing denominated in a Permitted Foreign Currency, not later than 11:00 a.m., London time, four Business Days before the date of the proposed Borrowing or (c) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such request, notice of an ABR Revolving Borrowing to finance the Agent shall notify the Banks reimbursement of the intended Borrowing no an LC Disbursement denominated in dollars as contemplated by Section 2.05(e) may be given not later than 2:00 P.M. 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such request for such telephonic Borrowing is received Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or other electronic imaging to the Administrative Agent of a written Borrowing Request signed by the AgentBorrower. At or before 3:00 P.M. on Each such telephonic and written Borrowing Request shall specify the date following information (to the extent applicable, in compliance with Sections 2.01 and 2.02): (i) whether the requested Borrowing is to be madea Revolving Borrowing, a Tranche A Term Borrowing or a Borrowing of any Incremental Term Loan; (ii) the currency and the aggregate amount of such Borrowing; (iii) the requested date of such Borrowing, which shall be a Business Day; (iv) whether such Borrowing is to be an ABR Borrowing, a Eurocurrency Borrowing or a EURIBOR Borrowing; (v) in the case of a Eurocurrency Borrowing consisting or a EURIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of Advances the term “Interest Period”; (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06(a), or, if the Borrowing is being requested to finance the reimbursement of an LC Disbursement denominated in Dollarsdollars in accordance with Section 2.05(e), the identity of the Issuing Bank that made such LC Disbursement; and before 11:00 A.M. (London timevii) on the date that as of such date Sections 4.03(a) and 4.03(b) are satisfied. If no election as to the Type of Borrowing is specified, other than with respect to Borrowings denominated in a Permitted Foreign Currency, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing or EURIBOR Borrowing, in then the case Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified with respect to any requested Revolving Loan, the Borrower shall be deemed to have selected dollars. Promptly following receipt of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing Request in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the BorrowerSection, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.shall

Requests for Borrowings. Each Borrowing To request a Term Borrowing, the Borrower shall occur on written or telephonic request (confirmed immediately in writing) to notify the Administrative Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, request in writing (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Eurodollar Borrowing consisting of LIBO Rate Advances(other than any Delayed Draw Borrowing), initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no not later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made11:00 a.m., New York City time, three (3) Business Days (or, in the case of a any Eurodollar Borrowing consisting of Advances denominated in Dollarsto be made on the Closing Date, and one (1) Business Day) before 11:00 A.M. (London time) on the date of such the proposed Borrowing, (b) in the case of an ABR Borrowing (other than any Delayed Draw Borrowing), not later than 10:00 a.m., New York City time, one (1) Business Day before the date of the proposed Borrowing or (c) in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Delayed Draw Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on not later than 10:00 a.m., New York City time, fourteen (14) Business Days before the date of the proposed Borrowing (in each case, or such Borrowing in accordance with this Section 6.1 and the Agent mayshorter period (but not shorter than 10:00 a.m., in reliance upon such assumptionNew York City time, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from one (1) Business Day before the date such of the proposed Borrowing) as may be agreed to by the Lenders). Each borrowing of Delayed Draw Term Loans shall be in a minimum amount is made available to the Borrower until the date such amount is repaid to the Agent, at of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing Request shall be irrevocable (except that (i) the Borrowing Request submitted in the case respect of the Borrower, Term Borrowing to be made on the interest rate applicable at the time to such Advances comprising Closing Date may state that such Borrowing Request is conditional upon the occurrence of the Closing Date and may be revoked by the Borrower if the Closing Date does not occur and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent Borrowing Request submitted in respect of such amount any Term Borrowing intended to finance any Permitted Acquisition may be revoked by the Borrower on or prior to the date that is ten (10) Business Days before the date of the proposed Borrowing) and shall be signed by the Borrower substantially in the case form of Advances denominated in Committed Currencies. If such Bank Exhibit S. Each Borrowing Request shall repay to specify the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.following information:

Requests for Borrowings. Each To request a Revolving Borrowing or Tranche B Term Borrowing, the Borrower shall occur on written or telephonic notify the Administrative Agent of such request by telephone (confirmed immediately in writinga) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed CurrencyEurodollar Borrowing, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day a.m., New York City time, three Business Days before the Business Day which is the first day date of the applicable Interest Period for such proposed Borrowing or (b) in the case of a an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing denominated in Dollars that is to bear interest initially (in whole or in partfinance the reimbursement of an LC Disbursement as contemplated by Section 2.5(e) at a LIBO Ratemay be given not later than 10:00 a.m., (y) 2:00 P.M. (London New York City time) , on the day three Business Days before the Business Day which is the first day date of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitmentsproposed Borrowing. Each such notice telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the requested following information in compliance with Section 2.2: (i) the Class and Type of the requested Borrowing; (ii) the aggregate amount of such Borrowing; (iii) the date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to which shall be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and a Business Day; (iv) in the case of a Borrowing consisting of LIBO Rate AdvancesEurodollar Borrowing, the initial Interest Period to be applicable thereto; and currency for each such Advance. Upon receipt of any such request, (v) the Agent shall notify the Banks location and number of the intended Borrowing Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.6. If no later than 2:00 P.M. on election as to the date such request for such Type of Borrowing is received by the Agent. At or before 3:00 P.M. on the date specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall be madedeemed to have selected an Interest Period of one month's duration, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Eurodollar Borrowing, in the case . Promptly following receipt of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case relevant Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender's Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing.

Requests for Borrowings. Each To request a Revolving Borrowing, a Tranche B Term Borrowing shall occur on written or telephonic request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and Tranche C Term Borrowing, the relevant Borrower shall consist of Advances in notify the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date Administrative Agent of such Borrowing, request by telephone (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time (or if the request is delivered in London, 11:00 a.m., London time), three Business Days before the date of the proposed Borrowing consisting or (b) in the case of LIBO Rate Advancesan ABR Borrowing, initial Interest Period and currency for each such Advance. Upon receipt not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such request, notice of an ABR Domestic Revolving Borrowing to finance the Agent shall notify the Banks reimbursement of the intended Borrowing no an LC Disbursement as contemplated by Section 2.5(e) may be given not later than 2:00 P.M. 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such request for such telephonic Borrowing is received Request shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in a form approved by the Agent. At or before 3:00 P.M. on Administrative Agent and (x) signed by the date the requested Borrowing is to be madeParent Borrower and, in the case of Borrowings by a Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower or (y) in the case of Borrowings by a Foreign Subsidiary Borrower, signed by the Parent Borrower or such Foreign Subsidiary Borrower, as specified by the Parent Borrower by prior written notice to the Administrative Agent. Each such telephonic and written Borrowing consisting Request shall specify the following information in compliance with Section 2.2: (i) the Borrower requesting such Borrowing (and be signed on behalf of Advances denominated in Dollars, such Borrower); (ii) the Class and before 11:00 A.M. Type of the requested Borrowing; (London timeiii) on the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto; (vi) the location and number of the relevant Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.6; and (vii) the currency of such Borrowing consisting (which shall be in Dollars in the case of Advances denominated Term Loans, Domestic Revolving Loans and Swingline Loans, and otherwise shall be in Dollars or a Qualified Global Currency). If no election as to the currency of a Global Revolving Borrowing is specified in any Committed Currencysuch notice, each Bank shall remit its Percentage of then the requested Borrowing shall be denominated in Dollars. If no election as to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close Type of business on the day Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing if denominated in Dollars or a Eurocurrency Borrowing if denominated in a Qualified Global Currency. If no Interest Period is specified with respect to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such requested Eurocurrency Borrowing, then the Agent may assume that such Bank has made such portion available relevant Borrower shall be deemed to the Agent on the date have selected an Interest Period of such one month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case relevant Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender's Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing.

Requests for Borrowings. Each Borrowing shall occur To request a Borrowing, the applicable Borrower, or the Company on written or telephonic request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day behalf of the applicable Interest Period for Borrower, shall notify the Administrative Agent of such request (a) by irrevocable written notice (via a written Borrowing Request in a form approved by the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole Administrative Agent and signed by the applicable Borrower, or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) the Company on the day three Business Days before the Business Day which is the first day behalf of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day Borrower, promptly followed by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date telephonic confirmation of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (ivrequest) in the case of a Borrowing consisting of LIBO Rate AdvancesEurocurrency Borrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no not later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made12:00 noon, Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing consisting of Advances denominated in DollarsDollars to the Company) or by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by such Borrower, and before 11:00 A.M. or the Company on its behalf) not later than four (London time4) on the date of such Borrowing, Business Days (in the case of a Eurocurrency Borrowing consisting of Advances denominated in any Committed Currencya Foreign Currency or a Eurocurrency Borrowing to a Foreign Subsidiary Borrower), in each Bank shall remit its Percentage case before the date of the requested proposed Borrowing or (b) by telephone in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one (1) Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the Agent at the applicable Agent's Account in immediately available funds. Prior to the close reimbursement of business on the day the requested Borrowing is to an LC Disbursement as contemplated by Section 2.06(e) may be madegiven not later than 12:00 noon, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such BorrowingNew York City time, the Agent may assume that such Bank has made such portion available to the Agent on the date of the proposed Borrowing. Each such telephonic Borrowing in accordance with this Section 6.1 Request shall be irrevocable and the Agent may, in reliance upon such assumption, make available shall be confirmed promptly by hand delivery or telecopy to the Borrower Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower, or the Company on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case behalf of the applicable Borrower, . Each such telephonic and written Borrowing Request shall specify the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) following information in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.compliance with Section 2.02:

Requests for Borrowings. Each Borrowing To request a Revolving Facility Borrowing, a Borrower shall occur on written or telephonic request (confirmed immediately in writing) to notify the Administrative Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, request by telephone (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Borrowing consisting of LIBO Rate AdvancesEurocurrency Borrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such requestnot later than 12:00 p.m., Local Time, three Business Days before the Agent shall notify the Banks date of the intended proposed Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, (b) in the case of an ABR Borrowing, not later than 12:00 noon, Local Time, one Business Day before the date of the proposed Borrowing; provided, that any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C – BA Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing consisting Request in a form approved by the Administrative Agent and signed by such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: the aggregate amount of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the requested Borrowing; the date of such Borrowing, which shall be a Business Day; whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; in the case of a Borrowing consisting of Advances denominated in any Committed CurrencyEurocurrency Borrowing, each Bank the initial Interest Period to be applicable thereto, which shall remit its Percentage be a period contemplated by the definition of the requested Borrowing to term “Interest Period”; and the Agent at the applicable Agent's Account in immediately available funds. Prior to the close location and number of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner to which funds are to be disbursed. If no election as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time Type of Revolving Facility Borrowing is specified, then the requested Revolving Facility Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such requested Eurocurrency Borrowing, then the Agent may assume that such Bank has made such portion available applicable Borrower shall be deemed to the Agent on the date have selected an Interest Period of such one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing.

Requests for Borrowings. Each Borrowing shall occur on written or telephonic request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person Person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) not later than (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or Rate, (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO the Adjusted Term SOFR Rate, or (yiii) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any the Committed Currency. Each Borrowing denominated in any the Committed Currency shall bear interest at a LIBO the EURIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) the requested date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Term Benchmark Advances, (iii) the aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Term Benchmark Advances, the initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any the Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate Term Benchmark shall also be subject to all conditions set forth in Section 5.2 4.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 5.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in the Committed CurrenciesCurrency. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.

Requests for Borrowings. Each To request a Revolving Loan Borrowing or Term Loan Borrowing, the Borrower shall occur on notify the Administrative Agent of such request by delivery (by hand delivery, facsimile or other electronic transmission) of a written or telephonic request (confirmed immediately in writing) Borrowing Request signed by the Borrower to the Administrative Agent (and a) not later than 2:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing (or one Business Day in the case of a LIBO Rate any Eurocurrency Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of made on the Effective Date) (or other authorized representative for such later time as the Borrower. A request for a Borrowing must be received by the Administrative Agent may agree in its sole discretion) or (and b) in the case of a LIBO Rate Advance denominated in a Committed Currencyan ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day prior to the London Sub-Agentdate of the proposed Borrowing. Each such Borrowing Request shall (x) in the case of any Revolving Loan Borrowing, be irrevocable upon delivery and (y) specify the following information (other than, in the case of clause (vii) below, the Borrowing Request pertaining to Borrowings on the Effective Date): (i) not later than 1:00 P.M. on whether the day that requested Borrowing is to be a Revolving Loan Borrowing, an Initial Term Loan Borrowing or a Borrowing of any other Class (specifying the Class thereof); (ii) the aggregate amount of such Borrowing (for the avoidance of doubt, any Borrowing of Revolving Loans shall be allocated pro rata between the Class A Revolving Commitments and Class B Revolving Commitments); (iii) the date of such Borrowing, which shall be a Business Day; (iv) whether such Borrowing is to be made in the case of a an ABR Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested Eurocurrency Borrowing; (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (ivv) in the case of a Borrowing consisting of LIBO Rate AdvancesEurocurrency Borrowing, the initial Interest Period and currency for each such Advance. Upon receipt of any such requestto be applicable thereto, which shall be a period contemplated by the Agent shall notify the Banks definition of the intended Borrowing no later than 2:00 P.M. on term “Interest Period”; and (vi) the date such request for such Borrowing is received by location and number of the Agent. At or before 3:00 P.M. on the date the requested Borrowing is Borrower’s account to which funds are to be madedisbursed, which shall comply with the requirements of Section 2.06, or, in the case of a any ABR Revolving Loan Borrowing consisting or Swingline Loan requested to finance the reimbursement of Advances denominated an LC Disbursement as provided in DollarsSection 2.05(f), and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage identity of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing Issuing Bank that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.LC Disbursement; 91 US-DOCS\115047431.4127573765.6

Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall occur on written or telephonic request (confirmed immediately in writing) to notify the Administrative Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, request electronically (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a SOFR Borrowing, not later than 12:00 noon, Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of an Alternate Currency Borrowing, not later than 12:00 noon, Local Time, four Business Days before the date of the proposed Borrowing consisting or (c) in the case of LIBO Rate Advancesan ABR Borrowing, initial Interest Period and currency for each not later than 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided that, (i) to request a SOFR Borrowing, Alternate Currency Borrowing or ABR Borrowing on the Closing Date, the Borrower shall deliver such Advance. Upon receipt of Borrowing Request to the Administrative Agent not later than 5:00 p.m., Local Time, one Business Day prior to the Closing Date (or such later time as the Administrative Agent may agree), (ii) any such request, notice of an ABR Revolving Facility Borrowing to finance the Agent shall notify the Banks reimbursement of the intended Borrowing no an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 2:00 P.M. 12:00 noon, Local Time, on the date of the proposed Borrowing, and (iii) any such request for notice of an Incremental Revolving Borrowing or Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing is received by Request shall be irrevocable (other than in the Agent. At or before 3:00 P.M. on case of any notice given in respect of the date Closing Date, which may be conditioned upon the requested Borrowing is to be madeconsummation of the Closing Date Refinancing or, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent given in respect of such amount Incremental Commitments, which may be conditioned as provided in the case of Advances denominated in Committed Currencies. If such Bank applicable Incremental Assumption Agreement) and shall repay be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such corresponding amount, such amount so repaid telephonic and written Borrowing Request shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.specify the following information in compliance with Section 2.02:

Requests for Borrowings. Each Borrowing To request a Borrowing, the Applicable Borrower shall occur on written or telephonic notify the Administrative Agent of such request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a EurocurrencyUSD Term SOFR Borrowing consisting of LIBO Rate Advancesdenominated in Dollars, initial Interest Period and currency for each such Advance. Upon receipt of any such requestby telephonic notice not later than 11:00 a.m., New York City time, three (3) Business Days before the Agent shall notify the Banks date of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be madeproposed Borrowing, (b) in the case of a Eurocurrency Borrowing consisting of Advances denominated in Dollarsan Agreed Currency other than Dollars or an RFR Borrowing, and by telephonic notice not later than 11:00 a.m., New York City time, four (4) Business Days before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a proposed Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (ic) in the case of an ABR Borrowing, by telephonic notice not later than 11:00 a.m., New York City time, one (1) Business Day before the Borrowerdate of the proposed Borrowing; provided that (x) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the interest rate applicable at date of the time to such Advances comprising such proposed Borrowing and (iiy) any notice with respect to Borrowings to be made on the Closing Date may be given with such shorter time than the deadline described in the case of such Bankclause (a), (Ab) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) c), as applicable, as the cost Administrative Agent may agree in its sole discretion. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by email to the Administrative Agent of funds incurred a written Borrowing Request in a form approved by the Administrative Agent and signed by the Applicable Borrower; provided that in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Loans to be borrowed on the Closing Date, any written Borrowing Request may be provided by the Applicable Borrower on a conditional basis (provided that (1) to the Agent extent the Applicable Borrower does not borrow any Eurocurrency Loans, USD Term SOFR Loans or RFR Loans set forth in such corresponding amountconditional Borrowing Request, such amount so repaid the Applicable Borrower shall constitute such Bank’s Advance as part of be required to compensate the Lenders under Section 2.16 for the losses, costs or expenses related thereto and (2) any such Borrowing for purposes Request shall be irrevocable once funding of this Agreement.the Borrowings has been initiated by the Administrative Agent), and such Borrowing Request may be provided no later than 2:00 pm, New York City Time, on the Business Day prior to such Borrowing. Each telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. Each Borrowing To request a Borrowing, the Borrower Representative shall occur on written or telephonic notify the Administrative Agent of such request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed written Borrowing Request signed by the Agent to be an officer of Borrower Representative and delivered by electronic mail or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent facsimile (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Borrowing consisting of LIBO Rate AdvancesEurodollar Borrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such requestnot later than 10:00 a.m., Denver, Colorado time, three Business Days before the Agent shall notify the Banks date of the intended Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At proposed Borrowing; or before 3:00 P.M. on the date the requested Borrowing is to be made, (b) in the case of a Base Rate Borrowing, not later than 10:00 a.m., Denver, Colorado time, on the date of the proposed Borrowing. Each Borrowing consisting Request shall be irrevocable and shall specify the following information in compliance with Section 2.01: (i) the name of Advances denominated in Dollars, the applicable Borrower; (ii) the aggregate amount of the requested Borrowing and before 11:00 A.M. a breakdown of the separate wires comprising such Borrowing; (London timeiii) on the date of such Borrowing, which shall be a Business Day; (iv) whether such Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing; and (v) in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Eurodollar Borrowing, the Agent may assume that initial Interest Period to be applicable thereto and the last day of such Bank has made such portion available Interest Period, which shall be a period contemplated by the definition of the term “Interest Period”. If no election as to the Agent on Type of Revolving Borrowing is specified, then the date requested Revolving Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the applicable Borrower(s) shall be deemed to have selected an Interest Period of such one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing. SECTION 2.04. [Reserved]. SECTION 2.05.

Requests for Borrowings. Each Borrowing To request a Revolving Borrowing, the relevant Borrower shall occur on written or telephonic notify the Administrative Agent of such request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for submitting a Borrowing must be received by the Agent Request (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Borrowing consisting of LIBO Rate AdvancesTerm Benchmark Borrowing, initial Interest Period and currency for each such Advance. Upon receipt of any such requestnot later than 11:00 a.m., New York City time, three (3) Business Days before the Agent shall notify the Banks date of the intended proposed Borrowing no later than 2:00 P.M. on the date such request for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, (b) in the case of a an ABR Borrowing consisting or RFR Borrowing, not later than 12:00 p.m., New York City time, on the date of Advances denominated the proposed Borrowing; provided that any such notice of an ABR Borrowing or RFR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2A.5 may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable (subject to Section 3.3(c)) and shall be signed by an Authorized Officer. Each such Borrowing Request shall specify the following information in Dollars, compliance with Section 2.2: (i) the Borrower requesting such Borrowing; (ii) the Class and before 11:00 A.M. Type of the requested Borrowing; (London timeiii) on the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) in the case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto; and (vi) the location and number of the relevant Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.10. If no election as to the Type of Borrowing consisting of Advances denominated in any Committed Currencyis specified, each Bank shall remit its Percentage of then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the any requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Term Benchmark Borrowing, then the Agent may assume that such Bank has made such portion available relevant Borrower shall be deemed to the Agent on the date have selected an Interest Period of such one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case relevant Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing.

Requests for Borrowings. Each Borrowing Except with respect to Terms Loans to be deemed made on the Effective Date pursuant to Section 2.01(a), to request a Borrowing, the Borrowers shall occur on written or telephonic notify the Administrative Agent of such request by telephone (confirmed immediately in writinga) to the Agent (and in the case of a LIBO Rate Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing denominated in a Committed Currency, to the London Sub-Agentor (b) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currencyan ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the London Sub-Agent) Administrative Agent of a written Borrowing Request and signed by an Authorized Officer of each Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) not later than 1:00 P.M. on the day that aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be made in the case of a an ABR Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Eurodollar Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and ; (iv) in the case of a Borrowing consisting of LIBO Rate AdvancesEurodollar Borrowing, the initial Interest Period and currency for each such Advance. Upon receipt of any such requestto be applicable thereto, which shall be a period contemplated by the Agent shall notify the Banks definition of the intended Borrowing term “Interest Period”; and (v) the location and account number to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. 34 If no later than 2:00 P.M. on election as to the date such request for such Type of Borrowing is received by the Agent. At or before 3:00 P.M. on the date specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrowers shall be made, in the case deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing. SECTION 2.04.

Requests for Borrowings. Each To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by submitting a Borrowing shall occur on written or telephonic request Request (confirmed immediately in writinga) to the Agent (and in the case of a LIBO Rate EurodollarTerm Benchmark Borrowing, not later than 1:00 p.m., New York City time, three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing denominated in a Committed Currency, to the London Sub-Agentor (b) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currencyan ABR Borrowing, to the London Sub-Agent) (i) not later than 1:00 P.M. p.m., New York City time, on the day date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and shall be signed by a Responsible Officer. Each such written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate principal amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be made in the case of an ABR Borrowing or a EurodollarTerm Benchmark Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for and whether such Borrowing in the case of is a Revolving Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Term A-3 Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and ; (iv) in the case of a Borrowing consisting of LIBO Rate AdvancesEurodollarTerm Benchmark Borrowing, the initial Interest Period and currency for each such Advance. Upon receipt of any such requestto be applicable thereto, which shall be a period contemplated by the Agent shall notify the Banks definition of the intended Borrowing term “Interest Period”; and (v) the location and number of the Borrower’s account to which funds are to be disbursed. If no later than 2:00 P.M. on election as to the date such request for such Type of Borrowing is received by the Agent. At or before 3:00 P.M. on the date specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested EurodollarTerm Benchmark Borrowing, then the Borrower shall be made, in the case deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Xxxxxx’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing. SECTION 2.04.

Requests for Borrowings. Each To request a Revolving Borrowing shall occur on written or telephonic request (confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of a LIBO Rate Advance denominated in a Committed Currency, to the London Sub-Agent) (i) not later than 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and Tranche A Term Borrowing, the relevant Borrower shall consist of Advances in notify the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date Administrative Agent of such Borrowing, request by telephone (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iva) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time (or if the request is delivered in London, 11:00 a.m., London time), three Business Days before the date of the proposed Borrowing consisting or (b) in the case of LIBO Rate Advancesan ABR Borrowing, initial Interest Period and currency for each such Advance. Upon receipt not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such request, notice of an ABR Domestic Revolving Borrowing to finance the Agent shall notify the Banks reimbursement of the intended Borrowing no an LC Disbursement as contemplated by Section 2.5(e) may be given not later than 2:00 P.M. 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such request for such telephonic Borrowing is received Request shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in a form approved by the Agent. At or before 3:00 P.M. on Administrative Agent and (x) signed by the date the requested Borrowing is to be madeParent Borrower and, in the case of Borrowings by a Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower or (y) in the case of Borrowings by a Foreign Subsidiary Borrower, signed by the Parent Borrower or such Foreign Subsidiary Borrower, as specified by the Parent Borrower by prior written notice to the Administrative Agent. Each such telephonic and written Borrowing consisting Request shall specify the following information in compliance with Section 2.2: (i) the Borrower requesting such Borrowing (and be signed on behalf of Advances denominated in Dollars, such Borrower); (ii) the Class and before 11:00 A.M. Type of the requested Borrowing; (London timeiii) on the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto; (vi) the location and number of the relevant Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.6; and (vii) the currency of such Borrowing consisting (which shall be in Dollars in the case of Advances denominated Tranche A Term Loans, Domestic Revolving Loans and Swingline Loans, and otherwise shall be in Dollars or a Qualified Global Currency). If no election as to the currency of a Global Revolving Borrowing is specified in any Committed Currencysuch notice, each Bank shall remit its Percentage of then the requested Borrowing shall be denominated in Dollars. If no election as to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close Type of business on the day Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing if denominated in Dollars or a Eurocurrency Borrowing if denominated in a Qualified Global Currency. If no Interest Period is specified with respect to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such requested Eurocurrency Borrowing, then the Agent may assume that such Bank has made such portion available relevant Borrower shall be deemed to the Agent on the date have selected an Interest Period of such one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case relevant Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Lender’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing.

Requests for Borrowings. Each Borrowing To request a Borrowing, the Borrower shall occur on written or telephonic notify the Administrative Agent of such request (confirmed immediately in writinga) to the Agent (and in the case of a LIBO Rate Term SOFR Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of the proposed Borrowing denominated in a Committed Currency, to the London Sub-Agentor (b) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent (and in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing, which may be given by (x) telephone or (y) by a LIBO Rate Advance denominated in a Committed CurrencyBorrowing Notice, provided that any telephonic notice must be confirmed immediately by delivery to the London Sub-Agent) Administrative Agent of a Borrowing Notice. Each such Borrowing request shall be irrevocable. Each such Borrowing Notice shall specify the following information in compliance with Section 2.02: (i) not later than 1:00 P.M. on the day that aggregate amount of such Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be made in the case of a an ABR Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Term SOFR Borrowing, (ii) whether the Advances comprising such Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and ; (iv) in the case of a Borrowing consisting of LIBO Rate AdvancesTerm SOFR Borrowing, the initial Interest Period and currency for each such Advance. Upon receipt of any such requestto be applicable thereto, which shall be a period contemplated by the Agent shall notify the Banks definition of the intended Borrowing term “Interest Period”; and (v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06. If no later than 2:00 P.M. on election as to the date such request for such Type of Borrowing is received by the Agent. At or before 3:00 P.M. on the date specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term SOFR Borrowing, then the Borrower shall be made, in the case deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing Notice in accordance with this Section 6.1 and Section, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for advise each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case Lender of the Borrower, details thereof and of the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case amount of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Bank shall repay Xxxxxx’s Loan to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance be made as part of such Borrowing for purposes of this Agreementthe requested Borrowing.