Common use of Requests for Borrowings Clause in Contracts

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. (1) To request a Revolving Facility Borrowing, (a) with respect to any initial ABR Borrowing and/or on the Closing Date, the Borrower will deliver to the Administrative Agent a Term Borrowing Request not later than 2:00 p.m., New York City time, one Business Day before the anticipated Closing Date (or such later time as the Administrative Agent may agree in its sole discretion), requesting that the Lenders make the Loans on the Closing Date; provided that such Borrowing Request may be conditioned upon occurrence of the Closing Date and (b) with respect to any other Borrowing, the Borrower shall will notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (ai) in the case of a Eurocurrency Revolving Facility Borrowing, not later than 12:00 1:30 p.m., Local TimeNew York City time, three Business Days before the date of the proposed Borrowing, Borrowing (bor such later time as the Administrative Agent may agree in its sole discretion) or (ii) in the case of an ABR Term Loan Borrowing, not later than 12:00 1:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local TimeNew York City time, on the Business Day date of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e2.05(5) may be given not later than 11:00 a.m.12:00 noon, Local TimeNew York City time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall will be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall will be confirmed promptly by hand delivery delivery, facsimile or electronic means e mail to the Administrative Agent of a written Borrowing Request substantially in the form of Exhibit D-1 and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Requests for Borrowings. To request a Revolving Facility Borrowing and/or (other than a Term BorrowingSwingline Loan, which is requested pursuant to Section 2.04), the Borrower Representative shall notify the Administrative Agent of such request either in writing by delivery of a Borrowing Request (as provided in Section 9.01by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) signed by the Borrower Representative or by telephone (a) in the case of a Eurocurrency LIBO Rate Borrowing, not later than 12:00 1:00 p.m., Local Time, three Business Days (or, in the case of a LIBO Rate Borrowing to be made on the Closing Date or the Third Amendment Effective Date, two Business Days) before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan BorrowingBorrowing (including any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)), not later than 12:00 1:00 p.m., Local Time, one Business Day before the date of the proposed BorrowingBorrowing (or, and (c) in each case, such later time as shall be acceptable to the case of Administrative Agent). The Borrowers shall be deemed to have requested an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, Borrowing (without being required to satisfy or being deemed to have satisfied the conditions in Section 4.02) on the fifth Business Day following the making of any Swingline Loan, the proposed Borrowing; provided that (i) any proceeds of which shall be applied by the Administrative Agent to repay such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementLoans. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Dateand, which may be conditioned upon the consummation of the Business Combination orif telephonic, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery delivery, fax or other electronic means transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Borrowing Request signed by a Responsible Officer of the BorrowerBorrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone electronically (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.11:00 a.m., Local TimeNew York City time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m.11:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing; provided, and that, (ci) in to request a Eurocurrency Borrowing or ABR Borrowing on the case Closing Date, the Borrower shall notify the Administrative Agent of an ABR Revolving Borrowing, such request by telephone not later than 11:00 a.m.12:00 noon, Local TimeNew York City time, on the one Business Day of prior to the proposed Borrowing; provided that Closing Date (ior such later time as the Administrative Agent may agree), (ii) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 10:00 a.m., Local TimeNew York City time, on the date of the proposed Borrowing and (iiiii) any such notice of a borrowing under an Incremental Revolving Facility Commitment Borrowing or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone electronically (a) in the case of a Eurocurrency SOFR Borrowing, not later than 12:00 p.m.noon, Local Time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m.noon, Local Time, on the Business Day of the proposed BorrowingBorrowing (or, in each case, such shorter period as the Administrative Agent may agree); provided that provided, that, (ix) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m.12:00 noon, Local Time, on the date of the proposed Borrowing and (iiy) any such notice of a borrowing under an Incremental Revolving Facility Commitment Borrowing or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic written Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination orTransactions, or in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower). Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request (as provided in Section 9.01a) by telephone irrevocable written notice (avia a written Borrowing Request signed by the applicable Borrower, or the Company on behalf of the applicable Borrower, promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request signed by such Borrower, or the Company on its behalf) not later than four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed Borrowing, Borrowing or (b) by telephone in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m.11:00 a.m., Local TimeNew York City time, one (1) Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C LC Disbursement as contemplated by Section 2.05(e2.06(e) may be given not later than 11:00 10:00 a.m., Local TimeNew York City time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower, or the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.noon, Local Time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m.12:00 noon, Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or with respect to an Incremental Term Borrowing or the initial Borrowing with respect to any Incremental Revolving Facility Commitments may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Each Borrowing in respect of the Term Facility, each Borrowing in respect of any Additional Revolving Facility Borrowing and/or a Facility, each conversion of Term BorrowingLoans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower shall notify to the Administrative Agent. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m., Local Time, p.m. (i) three Business Days before prior to the date requested day of the proposed any Borrowing, conversion or continuation of LIBO Rate Loans (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, or one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect Borrowing of LIBO Rate Loans to be made on the Closing Date, which may be conditioned upon ) or (ii) on the consummation requested date of the Business Combination any Borrowing of ABR Loans (or, in each case, such later time as shall be acceptable to the case Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of notice given other than one, two, three or six months in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned duration as provided in the definition of “Interest Period,” (A) the applicable Incremental Assumption Agreementnotice 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 such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the relevant Lenders of such request and determine whether the requested Interest Period is available to by all the relevant Lenders. Each written notice (or confirmation of telephonic notice) and with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be confirmed promptly by hand delivery or electronic means delivered to the Administrative Agent in the form of a written Borrowing Request Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request (as provided in Section 9.01a) by telephone irrevocable written notice (avia a written Borrowing Request signed by the applicable Borrower, or the Company on behalf of the applicable Borrower, promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, three (3) Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan Borrowinga Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request signed by such Borrower, not later than 12:00 p.m., Local Time, one Business Day before or the date of the proposed Borrowing, and (cCompany on its behalf) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the Business Day date of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C LC Disbursement as contemplated by Section 2.05(e2.06(e) may be given not later than 11:00 10:00 a.m., Local TimeNew York City time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower, or the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or (other than a Term BorrowingSwingline Loan, which is requested pursuant to Section 2.04), the Borrower Representative shall notify the Administrative Agent of such request either in writing by delivery of a Borrowing Request (as provided in Section 9.01by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) signed by the Borrower Representative or by telephone (a) in the case of a Eurocurrency LIBO Rate Borrowing, not later than 12:00 1:00 p.m., Local Time, three Business Days (or, in the case of a LIBO Rate Borrowing to be made on the Closing Date, two Business Days) before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan BorrowingBorrowing (including any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)), not later than 12:00 1:00 p.m., Local Time, one Business Day before the date of the proposed BorrowingBorrowing (or, and (c) in each case, such later time as shall be acceptable to the case of Administrative Agent). The Borrowers shall be deemed to have requested an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, Borrowing (without being required to satisfy or being deemed to have satisfied the conditions in Section 4.02) on the fifth Business Day following the making of any Swingline Loan, the proposed Borrowing; provided that (i) any proceeds of which shall be applied by the Administrative Agent to repay such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementLoans. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Dateand, which may be conditioned upon the consummation of the Business Combination orif telephonic, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery delivery, fax or other electronic means transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Borrowing Request signed by a Responsible Officer of the BorrowerBorrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower Representative shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.noon, Local Time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided that provided, that, (i) to request a Eurodollar or ABR Borrowing on the Closing Date, such Borrower shall notify the Administrative Agent of such request by telephone 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) and (ii) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m.12:00 noon, Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption AgreementMerger) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request (as provided in Section 9.01a) by telephone irrevocable written notice (avia a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower, or the Company on behalf of the applicable Borrower, promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, three (3) Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan Borrowinga Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by such Borrower, not later than 12:00 p.m., Local Time, one Business Day before or the date of the proposed Borrowing, and (cCompany on its behalf) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the Business Day date of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C LC Disbursement as contemplated by Section 2.05(e2.06(e) may be given not later than 11:00 10:00 a.m., Local TimeNew York City time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means telecopy to the 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 behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. (a) To request a Revolving Facility Borrowing and/or a Term Borrowing(except requests for Swing Loan Borrowings which are subject to Section 2.8(b)), the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (ai) in the case of a Eurocurrency LIBOR Borrowing, not later than 12:00 1:00 p.m., Local TimeNew York time, three Business Days before the date of the proposed Borrowing, Borrowing or (bii) in the case of an ABR Term Loan Borrowing, a Base Rate Borrowing not later than 12:00 1:00 p.m., Local TimeNew York time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving a Base Rate Borrowing to finance the reimbursement of an L/C LC Disbursement as contemplated by Section 2.05(e2.4(e) may be given not later than 11:00 a.m.1:00 p.m., Local TimeNew York time, on the date of the proposed Borrowing and (ii) any Borrowing; provided further that the Borrower shall use Swing Loan Borrowings to finance the reimbursement of an LC Disbursement except to the extent that such notice Borrowings would cause the aggregate principal balance of a borrowing under an Incremental all Swing Loans outstanding to exceed the Swing Loan Commitment, in which case the Borrower may use Base Rate Revolving Facility Commitment or an Incremental Term Borrowing may be given at Credit Borrowings to finance such time as provided in reimbursement, but only to the applicable Incremental Assumption Agreementextent of such excess. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request in the form of Exhibit C-1 attached hereto and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a an Incremental Term Borrowing, the Borrowers shall notify the Administrative Agent of such request in writing in the form of a Borrowing Request signed by the Primary Borrower by hand delivery or electronic means (a) in the case of a SOFR Borrowing, not later than 12:00 noon, Local Time, (x) at least five (5) Business Days in advance of the proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount less than $5,000,000, and (y) at least fifteen (15) Business Days in advance of the proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount greater than or equal to $5,000,000 or (b) in the case of an ABR Borrowing, not later than 11:00 a.m. Local Time, (x) at least five (5) Business Days in advance of the proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount less than $5,000,000, and (y) at least fifteen (15) Business Days in advance of the proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount greater than or equal to $5,000,000 provided, that, (i) to request a SOFR Borrowing or ABR Borrowing on the Closing Date, the Primary Borrower shall notify the Administrative Agent of such request in writing (as provided in Section 9.01which may be by electronic means) by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 5:00 p.m., Local Time, one Business Day before prior to the date of Closing Date (or such later time as the proposed BorrowingAdministrative Agent may agree), and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency LIBOR Borrowing, not later than 12:00 p.m.11:00 a.m., Local TimeNew York City time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m.11:00 a.m., Local TimeNew York City time, one Business Day before the date of the proposed Borrowing, ; provided that (i) the Borrower may make only one request for a Borrowing in any single calendar month (it being understood that all Borrowings made by the Borrower on the same date shall be treated as a single request for a Borrowing for purposes of this limitation) and (cii) if any Lucent Lender has an Available Commitment at the time of such Borrowing and any portion of the proceeds of such Borrowing to be funded by such Lucent Lender would be required to be funded by such Lucent Lender other than as a credit against amounts owing to Lucent or an Affiliate of Lucent as provided in Section 2.04, then the applicable Borrowing Request shall be made not later than five Business Days before the date of the proposed Borrowing (in the case of a LIBOR Borrowing) or three Business Days before the date of the proposed Borrowing (in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement). Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent in writing of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed BorrowingBorrowing (or, in each case, such shorter period as the Administrative Agent may agree); provided that provided, that, (i) to request a Eurocurrency Borrowing or ABR Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request not later than 3:00 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 notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (iiiii) any such notice of a borrowing under an Incremental Revolving Facility Commitment Borrowing or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic written Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower). Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone electronically (a) in the case of a Eurocurrency SOFR Borrowing, not later than 12:00 p.m.noon, Local Time, three U.S. Government Securities Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 10:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that provided, that, (i) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m.12:00 noon, Local Time, on the date of the proposed Borrowing, (ii) to request a Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request by telephone no 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) and (iiiii) any such notice of a borrowing under an Incremental Revolving Facility Commitment Borrowing or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a (a) Each Term Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other and each continuation of Adjusted Term SOFR Loans shall be made upon notice by the Borrower shall notify 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 Borrower or by telephone (and promptly confirmed by delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower) (provided, however, that if such Borrowing Request is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Administrative Agent) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 1:00 p.m. three U.S. Government Securities Business Days prior to the requested day of any Borrowing or continuation of Adjusted Term SOFR Loans or any conversion of ABR Loans to Adjusted Term SOFR Loans and (ii) 2:00 p.m. one Business Day prior to the requested date of any Borrowing of or conversion to ABR Loans (or, in each case, such later time as is acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request Adjusted Term SOFR Loans having an Interest Period of other than one (1), three (3) or six (6) 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 (4) Business Days prior to the requested date of the relevant Borrowing, conversion or continuation (or 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 (as provided in Section 9.01B) by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m., Local Time, p.m. three Business Days before the requested date of the proposed relevant Borrowing, (b) in the case of an ABR Term Loan Borrowingconversion or continuation, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by shall notify the Borrower. Each such telephonic and written Borrowing Request shall specify Borrower whether or not the following information in compliance with Section 2.02:requested Interest Period is available to the appropriate Lenders.

Requests for Borrowings. To request a Revolving Facility Borrowing and/or (other than a Term BorrowingSwingline Loan), the Borrower applicable Borrower, or Parent on its behalf, shall notify the Administrative Applicable Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency BorrowingBorrowing denominated in US Dollars, not later than 12:00 p.m.11:00 a.m., Local TimeNew York City time, three Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan Borrowinga Borrowing denominated in Euro or Sterling, not later than 12:00 p.m.11:00 a.m., Local TimeLondon time, one four Business Day Days before the date of the proposed Borrowing, and Borrowing or (c) in the case of an ABR Revolving Borrowing, not later than 11:00 10:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local TimeNew York City time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of any Incremental Term Loan Commitments or Incremental Revolving Facility CommitmentsLoans, which such other time as may be conditioned as provided specified therefor in the applicable Incremental Assumption Facility Agreement) and . Each such Borrowing Request shall be made by Electronic Communication to the Applicable Agent of a written Borrowing Request signed by the applicable Borrower, or Parent on its behalf (or, in the case of any Borrowing denominated in US Dollars, by telephone notification, confirmed promptly by hand delivery or electronic means Electronic Communication to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower, or Parent on its behalf). Each such telephonic and written Borrowing Request shall be irrevocable (other than, subject to Section 2.16, in the case of a Borrowing Request for any Incremental Term Loans, where such Borrowing Request may be revoked by the applicable Borrower, or Parent on its behalf, prior to the making of the requested Incremental Term Loans) and shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. (a) To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower applicable Revolving Borrower, or the Company on behalf of the applicable Revolving Borrower, shall notify the Administrative Agent of such request (as provided in Section 9.01a) by telephone irrevocable written notice (avia a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Revolving Borrower, or the Company on behalf of the applicable Revolving Borrower, promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars 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 Revolving Borrower, or the Company on its behalf) not later than four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency or a Eurocurrency Borrowing to an Additional Borrower that is a Non-U.S. Subsidiary), in each case before the date of the proposed Borrowing, Borrowing or (b) by telephone in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local TimeNew York City time, on the Business Day date of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C LC Disbursement as contemplated by Section 2.05(e2.06(e) may be given not later than 11:00 10:00 a.m., Local TimeNew York City time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means Electronic Communication to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Revolving Borrower, or the Company on behalf of the applicable Revolving Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or (other than a Term BorrowingSwingline Loan), the Borrower applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Applicable Agent (and the Administrative Agent if it shall not be the Applicable Agent) of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan BorrowingBorrowing made by the Company or a US Borrowing Subsidiary, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (iic) in the case of an ABR Borrowing or a Canadian Base Rate Borrowing made by a Canadian Borrowing Subsidiary, not later than 10:00 a.m., Local Time, on the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to replace a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Eurocurrency Borrowing Request deemed ineffective pursuant to clause (i) of Section 2.14 may be given not later than 12:00 noon, Local Time, on the date of the proposed Borrowing; and provided further that any such notice in respect of any Borrowing to be made on the Effective Date may be given at such later time or on such shorter notice as provided in the applicable Incremental Assumption AgreementApplicable Agent may agree. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means telecopy to the Applicable Agent (with a copy to the Administrative Agent if it shall not be the Applicable Agent) of a written Borrowing Request signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the a Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01a) by telephone irrevocable written notice (avia a written Borrowing Request in a form approved by the Administrative Agent and signed by such Xxxxxxxx, promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Term Benchmark Borrowing, not later than 12:00 p.m.10:00 a.m., Local Time, three (3) Business Days (in the case of a Term Benchmark Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by such Borrower) not later than four (4) Business Days (in the case of a Term Benchmark Borrowing denominated in a Foreign Currency), in each case before the date of the proposed BorrowingBorrowing (or, with respect to Borrowings to be made on the Effective Date, such shorter time as the Administrative Agent may agree in its sole discretion) or (b) by telephone in the case of an ABR Term Loan Borrowing or Canadian Prime Rate Borrowing, not later than 12:00 p.m.11:00 a.m., Local TimeNew York City time, one (1) Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C LC Disbursement as contemplated by Section 2.05(e2.06(e) may be given not later than 11:00 10:00 a.m., Local TimeNew York City time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or (other than a Term BorrowingSwingline Loan, which is requested pursuant to Section 2.04), the Borrower Representative shall notify the Administrative Agent of such request either in writing by delivery of a Borrowing Request (as provided in Section 9.01by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif’)) signed by the Borrower Representative or by telephone (a) in the case of a Eurocurrency LIBO Rate Borrowing, not later than 12:00 1:00 p.m., Local Time, three Business Days (or, in the case of a LIBO Rate Borrowing to be made on the Closing Date, two Business Days) before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan BorrowingBorrowing (including any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)), not later than 12:00 1:00 p.m., Local Time, one Business Day before the date of the proposed BorrowingBorrowing (or, and (c) in each case, such later time as shall be acceptable to the case of Administrative Agent). The Borrowers shall be deemed to have requested an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, Borrowing (without being required to satisfy or being deemed to have satisfied the conditions in Section 4.02) on the fifth Business Day following the making of any Swingline Loan, the proposed Borrowing; provided that (i) any proceeds of which shall be applied by the Administrative Agent to repay such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementLoans. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Dateand, which may be conditioned upon the consummation of the Business Combination orif telephonic, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery delivery, fax or other electronic means transmission (including “.pdf or “.tif”) to the Administrative Agent of a written Borrowing Request signed by a Responsible Officer of the BorrowerBorrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. (a) To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.noon, Local Time, three (3) Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Borrowing or Borrowing of Fixed Rate Term Loan BorrowingLoans, by telephone, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided that provided, that, (i) to request a Eurocurrency or ABR Borrowing on the Effective Date or, the Amendment No. 1 Effective Date or the Amendment No. 4 Effective Date, the Borrower shall notify the Administrative Agent of such request by telephone no later than 5:00 p.m., Local Time, two Business Days prior to such date (or such later time as the Administrative Agent may agree) and (ii) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not no later than 11:00 a.m.12:00 noon, Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, Merger) and (in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreementtelephonic requests) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Term SOFR Borrowing, Term CXXXX Borrowing, Daily Simple CXXXX Borrowing, Eurocurrency Borrowing or SXXXX Xxxx Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan BorrowingBorrowing made by the Company or a US Borrowing Subsidiary, not later than 12:00 11:00 a.m., Local Time on the date of the proposed Borrowing and (c) in the case of a Canadian Base Rate Borrowing or an ABR Borrowing made by a Canadian Borrowing Subsidiary, not later than 1:59 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing or Canadian Base Rate Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by replace a Term SOFR or a Canadian Dollar EurocurrencyTerm CXXXX Borrowing Request deemed ineffective pursuant to Section 2.05(e) 2.13 may be given not later than 11:00 a.m.12:00 noon, Local Time, on the date of the proposed Borrowing Borrowing; and (ii) provided, further that any such notice in respect of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term any Borrowing to be made on the Closing Date may be given at such later time or on such shorter notice as provided in the applicable Incremental Assumption AgreementAdministrative Agent may reasonably agree. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means written notice to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request (as provided in Section 9.01a) by telephone irrevocable written notice (avia a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower, or the Company on behalf of the applicable Borrower, promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by such Borrower, or the Company on its behalf) not later than four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed Borrowing, Borrowing or (b) by telephone in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 10:00 a.m., Local TimeNew York City time, on the Business Day date of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C LC Disbursement as contemplated by Section 2.05(e2.06(e) may be given not later than 11:00 10:00 a.m., Local TimeNew York City time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means telecopy to the 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 behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone electronic means of a written Borrowing Request signed by the Borrower (a) in the case of a Eurocurrency SOFR Borrowing or CDOR Rate Borrowing, not later than 12:00 p.m.noon, Local Time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., 10:00 a.m. Local Time, on the Business Day of the proposed BorrowingBorrowing (or, in each case, such shorter period as the Administrative Agent may agree); provided that provided, that, (i) to request a SOFR Borrowing, CDOR Rate Borrowing or ABR Borrowing on the Closing Date, the Borrower shall deliver such 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 notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 10:00 a.m., Local Time, on the date of the proposed Borrowing and (iiiii) any such notice of a borrowing under an Incremental Revolving Facility Commitment Borrowing or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice Borrowing Request given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments Date or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower). Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To In (i) the event that LC Exposure (after giving pro forma effect to the issuance of a requested Letter of Credit) exceeds (or would exceed) the aggregate Letter of Credit Commitments from Issuing Banks which (x) can issue a Letter of Credit compliant with the applicable Security Arrangement, including those with a Bank Rating equal to or higher than the amount required by the applicable Security Arrangement for such Letter of Credit and (y) are not excused by the last sentence of Section 2.4(a) from issuing a Letter of Credit, or (ii) connection with financing the repayment of a LC Disbursement in accordance with Section 2.4(e), Borrower shall have the right and option to request a Revolving Facility Borrowing and/or in a Term Borrowing, the Borrower shall notify Currency by notifying the Administrative Agent of such request (as provided in Section 9.01) writing or by telephone (a) in the case of a Eurocurrency LIBOR Borrowing, not later than 12:00 3:00 p.m., Local TimeLondon time, three (3) Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 1:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local TimeNew York City time, on the Business Day date of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C LC Disbursement as contemplated by Section 2.05(e2.4(e) may be given not later than 11:00 a.m.12:00 p.m. (noon), Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementNew York City time. Each Any such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.022.2:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.noon, Local Time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., 5:00 p.m. Local Time, one Business Day before the date of the proposed BorrowingBorrowing (or, and (c) in each case, such shorter period as the case of an ABR Revolving BorrowingAdministrative Agent may agree); provided, not later than 11:00 a.m.that, Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m.12:00 noon, Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment Borrowing or an Incremental Term Loan Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the athe applicable Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency BorrowingBorrowing or a Borrowing of Bankers’ Acceptance Loans, not later than 12:00 p.m.noon, Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan Borrowing, by telephone, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing or (c) in the case of a Canadian Prime Rate Borrowing, not later than 10:00 a.m. Local Time on the Business Day immediately prior to the date of the proposed Borrowing; provided that provided, that, (i) to request a Eurodollar or ABR Borrowing on the ClosingThird Amendment Effective Date, athe applicable Borrower shall notify the Administrative Agent of such request by telephone no later than 5:00 p.m., Local Time, one Business Day prior to the ClosingThird Amendment Effective Date (or such later time as the Administrative Agent may agree) and (ii) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m.12:00 noon, Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, Merger or the Tender Offer) and (in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreementtelephonic requests) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. (a) To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.noon, Local Time, three (3) Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, by telephone, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided that provided, that, (i) to request a Eurocurrency or ABR Borrowing on the Effective Date, the Borrower shall notify the Administrative Agent of such request by telephone no later than 5:00 p.m., Local Time, two Business Days prior to such date (or such later time as the Administrative Agent may agree) and (ii) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not no later than 11:00 a.m.12:00 noon, Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, Merger) and (in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreementtelephonic requests) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request (as provided in Section 9.01a) by telephone irrevocable written notice, including e-mail (avia written Borrowing Request in a form approved by the Administrative Agent and signed by (or, in the case of e-mail, sent by) the applicable Borrower, or the Company on behalf of the applicable Borrower, promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.noon, Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars to the Company) or by irrevocable written notice, including e-mail (via a written Borrowing Request in a form approved by the Administrative Agent and signed by (or, in the case of e-mail, sent by) such Borrower, or the Company on its behalf) not later than four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency or a Eurocurrency Borrowing to a Foreign Subsidiary Borrower), in each case before the date of the proposed Borrowing, Borrowing or (b) by telephone in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m.noon, Local TimeChicago time, one (1) Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C LC Disbursement as contemplated by Section 2.05(e2.06(e) may be given not later than 11:00 a.m.12:00 noon, Local TimeChicago time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means facsimile to the 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 behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Each Term Borrowing, Loan borrowing shall be made upon irrevocable notice by the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent (provided that notices in respect of Term Loan Borrowings to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request Request, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) with respect to the Initial Term Loans borrowing, by 11:00 a.m. two (2) days prior to the Initial Funding Date (or such shorter time as agreed by the Required Lenders) or (ii) with respect to any Delayed Draw Term Loan borrowing, 11:00 a.m. twelve (12) Business Days prior to the requested day of any such borrowing. Each such telephonic The Borrower may make up to three (3) borrowing requests for Delayed Draw Term Loans and written Borrowing Request after which the Delayed Draw Term Loan Commitments shall specify the following information in compliance with Section 2.02:automatically be reduced to zero.

Requests for Borrowings. (2) To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency BorrowingBorrowing in Dollars, not later than 12:00 p.m.noon, Local Time, three (3) Business Days before the date of the proposed Borrowing, (b) in the case of a Eurocurrency Borrowing in an ABR Term Loan BorrowingAlternate Currency, not later than 12:00 p.m.noon, Local Time, one four (4) Business Day Days before the date of the proposed Borrowing, and Borrowing or (c) in the case of an ABR Revolving Borrowing, by telephone, not later than 11:00 a.m.12:00 noon, Local Time, on the Business Day of the proposed Borrowing; provided that (i) any provided, that, to request a Eurocurrency or ABR Borrowing on the Closing Date or the Amendment No. 1 Effective Date, the Borrower shall notify the Administrative Agent of such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated request by Section 2.05(e) may be given not telephone no later than 11:00 a.m.5:00 p.m., Local Time, on the two Business Days prior to such date of the proposed Borrowing and (ii) any or such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such later time as provided in the applicable Incremental Assumption AgreementAdministrative Agent may agree). Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, Merger) and (in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreementtelephonic requests) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:: 79 79 iii.whether such Borrowing is to be a Borrowing of Initial Term B-1 Loans, Other Term Loans or Revolving Facility Loans of a particular Class, as applicable;

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone electronically (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.noon, Local Time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided that (i) provided, that, any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m.12:00 noon, Local Time, on the date of the proposed Borrowing and (iiiii) any such notice of a borrowing under an Incremental Revolving Facility Commitment Borrowing or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination Merger or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent in writing of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed BorrowingBorrowing (or, in each case, such shorter period as the Administrative Agent may agree); provided that provided, that, (i) to request a Eurocurrency Borrowing or ABR Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request 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 notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m.a..m., Local Time, on the date of the proposed Borrowing and (iiiii) any such notice of a borrowing under an Incremental Revolving Facility Commitment Borrowing or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic written Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower). Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) to request a Eurocurrency Borrowing or ABR Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request in writing not later than 12:00 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 notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (iiiii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. (a) To request a Revolving Facility Borrowing, a Term Loan A Borrowing and/or a Term Loan B Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency BorrowingTerm SOFR Borrowing in Dollars, not later than 12:00 p.m.11:00 a.m., Local Time, three two (2) Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, by telephone, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m.noon, Local Time, on the Business Day of the proposed Borrowing; provided, that, if the Borrower wishes to request Term SOFR Loans having an Interest Period other than one, three or six months in duration as provided that (i) any in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of an ABR Revolving Borrowing such request and determine whether the requested Interest Period is acceptable to finance the reimbursement all of an L/C Disbursement as contemplated by Section 2.05(e) may be given not them. Not later than 11:00 a.m., Local Time, on three Business Days before the requested date of such Borrowing, conversion or continuation, the proposed Borrowing and Administrative Agent shall notify the Borrower (ii) any such which notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in by telephone) whether or not the applicable Incremental Assumption Agreementrequested Interest Period has been consented to by all the Lenders and the Administrative Agent. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Restatement Effective Date, which may be conditioned upon the consummation of the Business Combination or, Restatement Date Refinancing) and (in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreementtelephonic requests) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone electronically (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.noon, Local Time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing (or, in each case, such shorter period as the Administrative Agent may agree); provided, that, (i) to request a Eurocurrency Borrowing or ABR Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request electronically not later than 12:00 p.m., Local Time, one Business Day before prior to the date of Closing Date (or such later time as the proposed BorrowingAdministrative Agent may agree), and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (iii) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m.12:00 noon, Local Time, on the date of the proposed Borrowing and (iiiii) any such notice of a borrowing under an Incremental Revolving Facility Commitment Borrowing or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic electronic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination Date or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic electronic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent in writing of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency SOFR Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, three U.S. Government Securities Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed BorrowingBorrowing (or, in each case, such shorter period as the Administrative Agent may agree); provided that provided, that, (i) to request a SOFR Borrowing or ABR Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request not later than 3:00 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 notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (iiiii) any such notice of a borrowing under an Incremental Revolving Facility Commitment Borrowing or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic written Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower). Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowingon the Closing Date, the Borrower applicable Borrower, or the Company on behalf of the Additional Borrower, shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing, Borrowing and (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement replace a Eurocurrency Borrowing Request deemed ineffective pursuant to clause (i) of an L/C Disbursement as contemplated by Section 2.05(e) 2.13 may be given not later than 11:00 a.m.12:00 noon, Local Time, on one Business Day before the date of the proposed Borrowing Borrowing; and (ii) provided further that any such notice in respect of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term any Borrowing to be made on the Closing Date may be given at such later time or on such shorter notice as provided in the applicable Incremental Assumption AgreementAdministrative Agent may agree. Each such Such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower; provided that such Borrowing Request may state that it is conditioned upon the consummation of the Acquisition, in which case such Borrowing Request may be revoked by the relevant Borrower (by notice to the Administrative Agent on or prior to the specified closing date) if such condition is not satisfied. Each such Such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone electronically (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.noon, Local Time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided that provided, that, (i) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m.12:00 noon, Local Time, on the date of the proposed Borrowing, (ii) to request a Borrowing on the November 2017 Effective Date, the Borrower shall notify the Administrative Agent of such request by telephone no later than 5:00 p.m., Local Time, two Business Days prior to the November 2017 Effective Date and (iiiii) any such notice of a borrowing under an Incremental Revolving Facility Commitment Borrowing or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination Merger or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. (a) To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, by telephone, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m.noon, Local Time, on the Business Day of the proposed Borrowing; provided provided, that (i) if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one, two, 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 12:00, noon, Local Time four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them and not later than 12:00, noon, Local Time, three Business Days before the requested date of such Borrowing, 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 applicable Lenders and (ii) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e2.04(c) or Section 2.05(c) may be given not no later than 11:00 a.m.12:00 p.m., noon, Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable and (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreementtelephonic requests) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower (or the Company on behalf of the applicable Borrower) shall notify the Administrative Agent of such request (as provided in Section 9.01a) by telephone irrevocable written notice (avia written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower, or the Company on behalf of the applicable Borrower, promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by such Borrower, or the Company on its behalf) not later than 11:00 a.m., Local Time, four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed Borrowing, Borrowing or (b) by telephone in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m.noon, Local TimeNew York City time, one (1) Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 10:00 a.m., Local TimeNew York City time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower making such Borrowing Request (or the Company on behalf of the applicable Borrower). Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone electronically (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.noon, Local Time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided that provided, that, (i) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m.12:00 noon, Local Time, on the date of the proposed Borrowing, (ii) to request a Borrowing on the 2021 Effective Date, the Borrower shall notify the Administrative Agent of such request by telephone no later than 5:00 p.m., Local Time, one Business Day prior to the 2021 Effective Date (or such later time as the Administrative Agent may agree) and (iiiii) any such notice of a borrowing under an Incremental Revolving Facility Commitment Borrowing or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination Merger or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone electronically (a) in the case of a Eurocurrency EurocurrencyTerm Benchmark Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., 10:00 a.m. Local Time, on the Business Day of the proposed BorrowingBorrowing (or, in each case, such shorter period as the Administrative Agent may agree); provided that provided, that, (ix) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 10:00 a.m., Local Time, on the date of the proposed Borrowing and (iiy) any such notice of a borrowing under an Incremental Revolving Facility Commitment Borrowing or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic written Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination orTransactions, or in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower). Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Applicable Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01a) by telephone (a) telephonic notice in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.11:00 a.m., Local TimeNew York City time, three (3) Business Days before the date of the proposed BorrowingBorrowing (or, with respect to Borrowings to be made on the Closing Date, such shorter time as the Administrative Agent may agree in its sole discretion) or (b) by telephonic notice in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m.11:00 a.m., Local TimeNew York City time, one (1) Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means email to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Applicable Borrower; provided that in respect of the 2015 Term Loans to be borrowed on the Closing Date, any written Borrowing Request may be provided by the Borrower on a conditional basis (provided that (1) to the extent the Borrower does not borrow any Eurocurrency Loans set forth in such conditional Borrowing Request, the Borrower shall be required to compensate the Lenders under Section 2.13 for the losses, costs or expenses related thereto and (2) any such Borrowing Request shall be irrevocable once funding of 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 such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower Representative shall notify the Administrative Agent of such request either in writing (as provided in Section 9.01delivered by hand or fax) by telephone delivering a Borrowing Request in substantially the form of Exhibit B and signed by a Responsible Officer of the Borrower Representative or through Electronic System if arrangements for doing so have been approved by the Administrative Agent (or if an Extenuating Circumstance shall exist, by telephone) not later than (a) in the case of a Eurocurrency Eurodollar Borrowing, not later than 12:00 p.m., Local Time12:00p.m. Chicago time, three (3) Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time12:00p.m. Chicago time, on the Business Day date of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C LC Disbursement as contemplated by Section 2.05(e2.06(e) may be given not later than 11:00 9:00 a.m., Local TimeChicago time, on the date of the such proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Dateand each such telephonic Borrowing Request, which may be conditioned upon the consummation of the Business Combination orif permitted, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly immediately upon the cessation of the Extenuating Circumstance by hand delivery delivery, facsimile or electronic means a communication through Electronic System to the Administrative Agent of a written Borrowing Request substantially in the form of Exhibit B and signed by a Responsible Officer of the BorrowerBorrower Representative. Each such telephonic and written (or if permitted, telephonic) Borrowing Request shall specify the following information in compliance with Section 2.02information:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone electronically (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., 10:00 a.m. Local Time, on the Business Day of the proposed BorrowingBorrowing (or, in each case, such shorter period as the Administrative Agent may agree); provided that provided, that, (ix) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 10:00 a.m., Local Time, on the date of the proposed Borrowing and (iiy) any such notice of a borrowing under an Incremental Revolving Facility Commitment Borrowing or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic written Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination orTransactions, or in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower). Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower Companyapplicable Borrower, or the Company on behalf of the Companyapplicable Borrower, shall notify the Administrative Agent of such request (as provided in Section 9.01a) by telephone irrevocable written notice (avia a written Borrowing Request in a form approved by the Administrative Agent and signed by the Companyapplicable Borrower, or the Company on behalf of the Companyapplicable Borrower, promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, three (3) Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan Borrowinga Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by such Borrower, not later than 12:00 p.m., Local Time, one Business Day before or the date of the proposed Borrowing, and (cCompany on its behalf) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the Business Day date of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C LC Disbursement as contemplated by Section 2.05(e2.06(e) may be given not later than 11:00 10:00 a.m., Local TimeNew York City time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Companyapplicable Borrower, or the Company on behalf of the Companyapplicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the a Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency BorrowingBorrowing or a Borrowing of Bankers’ Acceptance Loans, not later than 12:00 p.m.noon, Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan Borrowing, by telephone, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing or (c) in the case of a Canadian Prime Rate Borrowing, not later than 10:00 a.m. Local Time on the Business Day immediately prior to the date of the proposed Borrowing; provided that provided, that, (i) to request a Eurodollar or ABR Borrowing on the Closing Date, a Borrower shall notify the Administrative Agent of such request by telephone no 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) and (ii) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m.12:00 noon, Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, Merger or the Tender Offer) and (in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreementtelephonic requests) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request (as provided in Section 9.01a) by telephone irrevocable written notice (avia a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower, or the Company on behalf of the applicable Borrower, promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, three (3) Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan Borrowinga Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by such Borrower, not later than 12:00 p.m., Local Time, one Business Day before or the date of the proposed Borrowing, and (cCompany on its behalf) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the Business Day requested date of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C LC Disbursement as contemplated by Section 2.05(e2.06(e) may be given not later than 11:00 10:00 a.m., Local TimeNew York City time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means telecopy to the 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 behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone electronically (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.noon, Local Time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided that provided, that, (i) to request a Eurocurrency Borrowing or ABR Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request by telephone 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 notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m.12:00 noon, Local Time, on the date of the proposed Borrowing and (iiiii) any such notice of a borrowing under an Incremental Revolving Facility Commitment Borrowing or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination Merger or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower Agent shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone electronically (a) in the case of a Eurocurrency SOFR Borrowing, not later than 12:00 p.m.noon, Local Time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m.noon, Local Time, on the Business Day of the proposed BorrowingBorrowing (or, in each case, such shorter period as the Administrative Agent may agree); provided that provided, that, (ix) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m.12:00 noon, Local Time, on the date of the proposed Borrowing and (iiy) any such notice of a borrowing under an Incremental Revolving Facility Commitment Borrowing or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic written Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination orTransactions, or in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower). Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or of Loans, the Borrowers shall notify the Administrative Agent of such request in writing in the form of a Term Borrowing Request signed by the applicable Borrower by hand delivery or electronic means (a) in the case of a EurocurrencySOFR Borrowing, not later than 2:00 p.m., Local Time at least three (3) Business Days in advance of the proposed Borrowing Date or (b) in the case of an ABR Borrowing, not later than 11:00 a.m. Local Time one (1) Business Day in advance of the proposed Borrowing Date (or, in each case, such shorter period as the Administrative Agent and the Lenders may agree); provided that, (i) to request a EurocurrencySOFR Borrowing or ABR Borrowing on the Closing Date, the Parent Borrower shall notify the Administrative Agent of such request in writing (as provided in Section 9.01which may be by electronic means) by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 1:00 p.m., Local Time, one Business Day before prior to the date of Closing Date (or such later time as the proposed BorrowingAdministrative Agent and the Lenders may agree), and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing (other than for 2022 Term Loan Borrowing) may be given at such time as provided in the applicable Incremental Assumption AgreementAgreement and (iii) the Borrowing Request for any 2022 Term Loans shall be received by the Administrative Agent by no later than 2:00 p.m. on the date that is three (3) Business Days prior to the Borrowing Date in respect thereof. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request (as provided in Section 9.01a) by telephone irrevocable written notice (avia a written Borrowing Request signed by the applicable Borrower, or the Company on behalf of the applicable Borrower, promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request signed by such Borrower, or the Company on its behalf) not later than 11:00 a.m., Local Time, four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed Borrowing, Borrowing or (b) by telephone in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m.11:00 a.m., Local TimeChicago time, one (1) Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C LC Disbursement as contemplated by Section 2.05(e2.06(e) may be given not later than 11:00 10:00 a.m., Local TimeChicago time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower, or the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a or Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency Eurodollar Borrowing or a CDOR Rate Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, three (3) Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m.11:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing or CDOR Rate Borrowing to finance the reimbursement of an L/C LC Disbursement as contemplated by Section 2.05(e) or an ABR Borrowing on the Rothsay Acquisition Closing Date to be used in consummating the Rothsay Acquisition may be given not later than 11:00 10:00 a.m., Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery telecopy or electronic means email to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. (a) To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by written Borrowing Request (as provided in Section 9.01) by telephone (aA) in the case of a Eurocurrency LIBO Rate Borrowing or Euro Rate Borrowing, not later than 12:00 p.m., Local Time, 11:00 a.m. three Business Days before the date of the proposed Borrowing, (bB) in the case of an ABR Term Loan a B/A Borrowing, not later than 12:00 p.m.11:00 a.m. two Business Days before the date of the proposed Borrowing, Local Timeor (C) in the case of a Prime Borrowing or a Base Rate Borrowing, not later than 11:00 a.m. on the date of the proposed Borrowing (to a maximum of Cdn.$50,000,000 or the U.S. Dollar Equivalent thereof outstanding at any time) or, in any other case, not later than one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving a Prime Borrowing or a Base Rate Borrowing to finance the reimbursement of an L/C LC Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, 10:00 a.m. on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic borrowing request shall be irrevocable. The Administrative Agent and each Lender are entitled to rely and act upon any borrowing request or written Borrowing Request shall be irrevocable (other than in given or purportedly given by the case applicable Borrower, and each Borrower hereby waives the right to dispute the authenticity and validity of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments such request or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to resulting transaction once the Administrative Agent of or any Lender has advanced funds, accepted a B/A or made a B/A Equivalent Loan based on such borrowing request or written Borrowing Request signed by the BorrowerRequest. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02information:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request either in writing (delivered by hand or fax) in the form attached hereto as provided in Section 9.01) Exhibit B and signed by the Borrower or by telephone or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, (a) in the case of a Eurocurrency Term Benchmark Borrowing, not later than 12:00 p.m.11:00 a.m., Local TimeNew York time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 2:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local TimeNew York time, on the Business Day date of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C LC Disbursement as contemplated by Section 2.05(e2.06(e) may be given not later than 11:00 a.m., Local TimeNew York time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery delivery, fax or electronic means a communication through Electronic System to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower; provided further that so long as JPM is the sole Lender, the Borrower shall submit such Borrowing requests in a manner reasonably requested by JPM prior to any such Borrowing. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.022.01:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency BorrowingBorrowing or a Borrowing of Bankers’ Acceptance Loans, not later than 12:00 p.m.noon, Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan Borrowing, by telephone, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing or (c) in the case of a Canadian Prime Rate Borrowing, not later than 10:00 a.m. Local Time on the Business Day immediately prior to the date of the proposed Borrowing; provided that provided, that, (i) to request a EurodollarEurocurrency or ABR Borrowing on the ThirdFourth Amendment Effective Date, the applicable Borrower shall notify the Administrative Agent of such request by telephone no later than 5:00 p.m., Local Time, one Business Day prior to the ThirdFourth Amendment Effective Date (or such later time as the Administrative Agent may agree) and (ii) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m.12:00 noon, Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, Merger or the Tender Offer) and (in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreementtelephonic requests) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower Representative shall notify the Administrative Agent of such request by submitting a Borrowing Notice (as provided in Section 9.01delivered by hand or facsimile) signed by telephone the Borrower Representative (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.noon, Local Time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan a CBFR Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m.noon, Local Time, on the date of the proposed Borrowing; provided, that with respect to any Eurocurrency Borrowing proposed to be made on the Effective Date, the Administrative Agent shall not later than noon, Local Time, three Business Days prior to the Effective Date have received a Borrowing Notice and (ii) a funding indemnity side letter by each Borrower requesting such Borrowing for the benefit of the Administrative Agent and each Lender reasonably satisfactory to the Administrative Agent, and in case such notice and side letter are not so received by such time, the Borrower shall be deemed to have requested the USD Equivalent of CBFR Loans denominated in dollars in lieu of such Eurocurrency Loans; and provided, further, that any such notice of a borrowing under CBFR Revolving Borrowing to finance the reimbursement of an Incremental Revolving Facility Commitment or an Incremental Term Borrowing LC Disbursement as contemplated by Section 2.06(e) may be given at such time as provided in not later than 9:00 a.m., Chicago time, on the applicable Incremental Assumption Agreementdate of the proposed Borrowing. Each such telephonic Borrowing Request Notice shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means facsimile to the Administrative Agent of a written Borrowing Request Notice signed by the BorrowerBorrower Representative. Each such telephonic and written Borrowing Request Notice shall specify the following information in compliance with Section 2.022.01:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request either in writing (delivered by hand or fax) in the form attached hereto as provided in Section 9.01) Exhibit B and signed by the Borrower or by telephone or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, (a) in the case of a Eurocurrency Term Benchmark Borrowing, not later than 12:00 p.m.11:00 a.m., Local TimeNew York time, three U.S. Government Securities Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 2:00 p11:00 a.m., Local TimeNew York time, on the Business Day date of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C LC Disbursement as contemplated by Section 2.05(e2.06(e) may be given not later than 11:00 a.m., Local TimeNew York time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery delivery, fax or electronic means a communication through Electronic System to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower; provided further that so long as JPM is the sole Lender, the Borrower shall submit such Borrowing requests in a manner reasonably requested by JPM prior to any such Borrowing. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.022.01:

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) by telephone fifteen (a15) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request in the form of Exhibit G or any other 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:: the aggregate amount of such Borrowing; the date of such Borrowing, which shall be a Business Day; subject to the proviso to the first sentence of Section 2.02(b), 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 2.04. 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 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.

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request either in writing (as provided delivered by hand or fax) in Section 9.01) substantially the form of Exhibit F and signed by the Borrower or by telephone (such request a “Borrowing Request”) (a) in the case of a Eurocurrency BorrowingBorrowing denominated in Dollars, not later than 12:00 p.m.10:00 a.m., Local TimeNew York City time, three Business Days before the date of the proposed Borrowing; provided that, in the case of a Eurocurrency Borrowing 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 a Daily Simple RFR Borrowing or Term RFR Borrowing denominated in an ABR Term Loan BorrowingAlternative Currency, not later than 12:00 p.m.10:00 a.m., Local TimeNew York City time, one four Business Day Days before the date of the proposed Borrowing, and Borrowing or (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m.12:00 p.m., Local TimeNew York City time, on the Business Day date of the proposed Borrowing; provided provided, that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C LC Disbursement as contemplated by Section 2.05(e2.06(e) may be given not later than 11:00 10:00 a.m., Local TimeNew York City time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as provided in the applicable Incremental Assumption AgreementBorrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery delivery, fax or electronic means 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 2.022.01:

Requests for Borrowings. To Except in the case of an Ancillary Replacement Borrowing (which shall be governed by Section 2.22(e)) or a Swingline Borrowing (which shall be governed by Section 2.04), to request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Applicable Agent of such request (as provided in Section 9.01) by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing, Borrowing or (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 2:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 10:00 a.m., Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing may be given at such time as Borrowing, provided further that in the case of any request for a Revolving Borrowing, the applicable Incremental Assumption AgreementBorrower shall make a separate Borrowing Request in the manner provided for above with respect to that portion of such Revolving Borrowing which will be comprised of 2012 Revolving Loans and that which will be comprised of 2014 Revolving Loans. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Business Combination or, in the case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means telecopy to the Administrative Applicable Agent of a written Borrowing Request in a form approved by the Applicable Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: