Common use of Requests for Borrowings Clause in Contracts

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Borrowing; (iv) in the case of a SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the account or accounts 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 SOFR 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by (A) telephone or telecopy (B) a Borrowing Request (provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Borrowing Request) (a) in the case of a Term SOFR Borrowing, an Alternative Currency Daily Rate Borrowing or an Alternative Currency Term Rate Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the date of the proposed Borrowing (provided that, if a Borrower wishes to request Term SOFR Loans or Alternative Currency Term Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 noon, New York City 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 Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them) or (b) in the case of an ABR Borrowing or a Daily SOFR Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) the aggregate principal amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing, an Alternative Currency Term Rate Borrowing, an Alternative Currency Daily Rate Borrowing, a Daily SOFR Borrowing or a Term SOFR Borrowing and whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing; (iv) in the case of a Term SOFR Borrowing or an Alternative Currency Term Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and; (v) the location and number of the applicable Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07; and (vi) in the case of an Alternative Currency Daily Rate Borrowing or an Alternative Currency Term Rate Borrowing, the Agreed Currency. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term SOFR Borrowing or Alternative Currency Term Rate Borrowing, as applicable, then the relevant 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 applicable Lender of the details thereof and of the amount of such LenderLxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy submitting a Borrowing Request (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon10:30 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon10:30 a.m., New York City time, one Business Day prior to on the date of the proposed Borrowing; provided that no such notice shall be required for any deemed request of an ABR Borrowing to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e). Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto irrevocable and shall be 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: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (iv) in the case of a SOFR Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (v) the current total Revolving Credit Exposures (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing); and (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.05. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Borrowing Request shall constitute a representation that the amount of the requested Borrowing shall not cause the total Revolving Credit Exposures to exceed the total Commitments. Promptly following receipt of a Borrowing Request in accordance with this SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Revolving Borrowing or Tranche B Term Loan Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy in writing (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior before the date of the proposed Borrowing, provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) whether the requested Borrowing is to be a Revolving Borrowing or a Tranche B Term Loan Borrowing; (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR 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 (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR 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 SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior on the date of the proposed Borrowing; provided that any such notice of a Revolving ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(g) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially the a form of Exhibit B attached hereto approved by such Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether the requested Borrowing is to be a Revolving Borrowing, Tranche A Term Loan Borrowing, Tranche B Term Loan Borrowing or Incremental Term Loan Borrowing (including, if applicable, the respective Series of Incremental Term Loans to which such Borrowing relates); (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR Eurodollar Borrowing, the initial Interest Period to be applicable theretotherefor, which shall be a period contemplated by the definition of the term “Interest Period”; and (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon, New York City time11:00 a.m., three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior to on the date of the proposed BorrowingBorrowing (so long as such date is a Business Day); provided that no such notice shall be required for any deemed request of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.022.04: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (iv) in the case of a SOFR 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 (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy submitting a Borrowing Request and an executed Borrowing Base Certificate (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or Borrowing, (b) in the case of an ABR Term Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior the date of the proposed Borrowing, or (c) in the case of an ABR Revolving Borrowing or RFR Revolving Borrowing, not later than 11:00 a.m., New York DB3/ 204690278.10 City time, on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing or RFR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly irrevocable and shall be signed by delivery to a Responsible Officer of the Borrower; provided 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 of a written Borrowing Request in substantially the form of Exhibit B attached hereto and signed by the BorrowerAgent. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing (Borrowing, and whether such notice relates to Borrowing is a Term Revolving Borrowing or a Revolving Term Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing, RFR Borrowing (if a Revolving Loan) or a SOFR Term Benchmark Borrowing; (iv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Term Benchmark 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 forward the Borrowing Base Certificate to each Lender and advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan Xxxx to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy irrevocable written notice (via a written Borrowing Request signed by a Responsible Officer of the Borrower) (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities (3) Business Days (or, in the case of a Term Benchmark Borrowing to be made on the Funding Date, one (1) Business Day) before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior to time on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) the aggregate principal amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing and whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing; (iv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Term Benchmark 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Lead Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) by irrevocable written notice (via a written Borrowing Request signed by the Lead Borrower, promptly followed by telephonic confirmation of such request) in the case of a Term SOFR Borrowing, Alternative Currency Daily Rate Borrowing or an Alternative Currency Term Rate Borrowing, not later than 11:00 a.m., Local Time, three (3) Business Days before the date of the proposed Borrowing (provided that if a Borrower wishes to request Term SOFR Loans or Alternative Currency Term Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. 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 such request and determine whether the requested Interest Period is acceptable to all of them) or (b) by irrevocable written notice (via a written Borrowing Request signed by the Lead Borrower) in the case of an ABR Borrowing or a Daily SOFR Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to time on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) the aggregate principal amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing, an Alternative Currency Term Rate Borrowing, an Alternative Currency Daily Rate Borrowing, Daily SOFR Borrowing or a Term SOFR Borrowing and whether such Borrowing is a Revolving Borrowing, a Term A-1 Loan Borrowing or a Term A-2 Loan Borrowing; (iv) in the case of a Term SOFR Borrowing or an Alternative Currency Term Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and; (v) the location and number of the Lead Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07; and (vi) in the case of an Alternative Currency Daily Rate Borrowing or an Alternative Currency Term Rate Borrowing, the Agreed Currency. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term SOFR Borrowing or an Alternative Currency Term Rate Borrowing, as applicable, then the Lead 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (aa)(x) in the case of a SOFR Eurocurrency Borrowing, not later than 12:00 noon2:00 p.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing (or, in the case of any Eurocurrency Borrowing to be made on the Effective Date, such shorter period of time as may be agreed to by the Administrative Agent) or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly irrevocable and shall be delivered by delivery hand delivery, facsimile or other electronic transmission to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto and shall be signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02information: (i) the aggregate amount of whether the requested Borrowing (and whether such notice relates is to be a Term Verdite Bridge Borrowing or a Revolving BorrowingBorrowing of any other Class (specifying the Class thereof); (ii) the aggregate amount of such Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurocurrency Borrowing; (ivv) in the case of a SOFR Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06. If no election as to the Type of Borrowing is specifiedspecified as to any Borrowing, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the applicable Lender Class of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City Chicago, Illinois time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City Chicago, Illinois time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is composed of General Partnership Loans or Working Capital Loans; (iv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR 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 (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Revolving Facility Borrowing, the Borrower shall notify the Administrative Agent of such request in writing by telephone or telecopy delivery of a Borrowing Request (awhich may be electronic)(a) in the case of a SOFR Eurodollar Rate Borrowing, not later than 12:00 noonp.m., New York City timeLocal Time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon11:00 a.m., New York City timeLocal Time, one Business Day prior on the date of the proposed Borrowing; provided that any such notice of a Base Rate Borrowing to finance the reimbursement in respect of a Letter of Credit as contemplated by Section 2.05(c) may be given not later than 10:00 a.m., Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto irrevocable and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether such Borrowing is to be a Borrowing of Revolving Facility Loans or FILO Revolving Loans; (ii) the aggregate amount of (A) the requested Borrowing and (and whether such notice relates B) all Revolving Facility Loans to a Term Borrowing or a Revolving be outstanding (after giving effect to the requested Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR a Base Rate Borrowing or a SOFR Eurodollar Rate Borrowing; (ivv) in the case of a SOFR Eurodollar Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.04. If no election as the Borrower fails to the specify a Type of Revolving Facility Loan in a Borrowing is specifiedRequest or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the requested Borrowing Revolving Facility Loans shall be an ABR Borrowingmade as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If no Interest Period is specified with respect to any requested SOFR Eurodollar Rate 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Revolving Facility Borrowing, the a Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurocurrency Borrowing, not later than 12:00 noonp.m., New York City timeLocal Time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City timeLocal Time, one Business Day prior before the date of the proposed Borrowing; provided, that any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C – BA Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurocurrency Borrowing; (iv) in the case of a SOFR Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account or accounts 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 Revolving Facility Borrowing is specified, then the requested Revolving Facility Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurocurrency Borrowing, then the applicable 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, one Business Day prior to before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of a Revolving L/C Disbursement, as contemplated by Section 2.05(e) shall be deemed to have been made as provided in Section 2.05(e). Each such telephonic telephone Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (ia) whether the requested Borrowing is a Revolving Borrowing or a Construction Borrowing; (b) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iic) the date of such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (ive) in the case of a SOFR Eurodollar Borrowing, the initial Interest Period Period(s) to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (vf) the location and number of the account Depositary Account or accounts Local Account to which funds the proceeds of such Borrowing are to be disbursed, which shall comply with the requirements of Section 2.04disbursed (if applicable). 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 SOFR 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone telephone, fax or telecopy electronic mail (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon1:00 p.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, one Business Day prior to on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and, in the case of a telephonic Borrowing Request Request, shall be confirmed promptly by delivery hand delivery, fax or electronic mail (in .pdf form) to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) the aggregate principal amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR a Term Loan Borrowing or a SOFR Revolving Credit Borrowing; (iv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (v) in the case of a SOFR 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 (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06, or, in the case of an ABR Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), the identity of the Issuing Bank that has made such LC Disbursement. 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 SOFR 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Revolving Facility Borrowing, the a Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurocurrency Borrowing, not later than 12:00 noonp.m., New York City timeLocal Time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City timeLocal Time, one Business Day prior before the date of the proposed Borrowing; provided, that any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C - BA Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurocurrency Borrowing; (iv) in the case of a SOFR Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account or accounts 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 Revolving Facility Borrowing is specified, then the requested Revolving Facility Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurocurrency Borrowing, then the applicable 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Term Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Rate Borrowing, not later than 12:00 noonp.m., New York City timeLocal Time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noonp.m., New York City timeLocal Time, one Business Day prior to before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether such Borrowing is to be a Borrowing of Term B Loans or Other Term Loans; (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR a Base Rate Borrowing or a SOFR Eurodollar Rate Borrowing; (ivv) in the case of a SOFR Eurodollar Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.04. If no election as the Borrower fails to the specify a Type of Loan in a Borrowing is specifiedRequest or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the requested Borrowing Term Loans shall be an ABR Borrowingmade as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If no Interest Period is specified with respect to any requested SOFR Eurodollar Rate 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy submitting a Borrowing Request (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one (1) Business Day prior before the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto irrevocable and shall be 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: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing; (iv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the relevant Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior before the date of the proposed Borrowing; provided that any such notice of a Base Rate Revolving Credit Loan Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.04(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the BorrowerCompany. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether the requested Borrowing is to be a Revolving Credit Loan Borrowing, a Term A Loan Borrowing, a Term B Loan Borrowing or a Borrowing of Incremental Term Loans of a specified Series; (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR a Base Rate Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR 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 (vvi) the identity of the Borrower and the location and number of the such Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.05. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Borrowing, then the relevant 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 SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon1:00 p.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) whether the requested Borrowing is to be a Revolving Borrowing, a Delayed Draw Term Loan Borrowing or a Tranche B Term Loan Borrowing; (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR 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 (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR 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 SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy irrevocable written notice (via a written Borrowing Request signed by a Responsible Officer of the Borrower; provided 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) (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior to time on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) the aggregate principal amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing; (iv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Term Benchmark 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 applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided hereinNotwithstanding the foregoing, a Borrowing Request for a SOFR Borrowing in no event shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower be permitted to request pursuant to this Section 2.03 prior to a Benchmark Transition Event and Benchmark Replacement Date with respect to the Term SOFR Rate, an RFR Loan bearing interest based on Daily Simple SOFR (it being understood and agreed that Daily Simple SOFR shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall only apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (extent provided in writing Section 2.14(a) or by telephone confirmed in writing) to Borrower and each Lender2.14(f), as applicable).

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request in writing (which notice may be by telephone or telecopy electronic mail in accordance herewith) (a) in the case of a SOFR LIBO Rate Borrowing, not later than 12:00 noon, 2:00 p.m. (New York City time), three U.S. Government Securities Business Days before the date of the proposed Revolving Borrowing or (b) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon, 11:00 a.m. (New York City time, one Business Day prior to ) on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly irrevocable, shall be signed by delivery to the Administrative Agent of a written Borrowing Request Responsible Officer and shall be in substantially the form of Exhibit B attached hereto and signed by the BorrowerA hereto. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.021.2: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR a Base Rate Borrowing or a SOFR LIBO Rate Borrowing; (iv) in the case of a SOFR LIBO Rate Borrowing, the initial Interest Period to be applicable theretotherefor, which shall be a period contemplated by the definition of the term “Interest Period”” as it relates to LIBO Rate Loans; (v) whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing; and (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.041.5. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period is specified with respect to any requested SOFR LIBO Rate 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Revolving Borrowing, the relevant Borrower shall notify the Administrative Agent of such request by telephone or telecopy submitting a Borrowing Request (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing or RFR Borrowing, not later than 12:00 noonp.m., New York City time, one Business Day prior on the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing or RFR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2A.5 may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery irrevocable (subject to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto Section 3.3(c)) and shall be signed by the Borroweran Authorized Officer. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: 2.2: (i) the Borrower requesting such Borrowing; (ii) the Class and Type of the requested Borrowing; (iii) the aggregate amount of the requested Borrowing such Borrowing; (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiv) the date of such Borrowing, which shall be a Business Day; ; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Borrowing; (ivv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and and (vvi) the location and number of the relevant Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.10. 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 SOFR Term Benchmark Borrowing, then the relevant 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 applicable relevant Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the BC Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon2:00 p.m., New York City time, one Business Day prior before the date of the proposed Borrowing; PROVIDED that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the BC Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether the requested Borrowing is to be a Revolving Borrowing or a Tranche D Term Borrowing; (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR 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 (vvi) the location and number of the BC Borrower's account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Revolving Borrowing, then the BC Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable participating Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy submitting a Borrowing Request (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing Borrowing, or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one (1) Business Day prior to before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto irrevocable and shall be 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: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing and whether such Borrowing is a Term Loan Borrowing or Incremental Term Loan Borrowing; (iv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Term Benchmark 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided hereinNotwithstanding the foregoing, a Borrowing Request for a SOFR Borrowing in no event shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower be permitted to request an Adjusted Daily Simple SOFR Loan (it being understood and agreed that such rate shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall only apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period extent provided in Sections 2.08(e), 2.14(a) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender2.14(f), as applicable).

Requests for Borrowings. To request a Revolving Borrowing, the a Borrower shall notify the Administrative Agent of such request by telephone or telecopy (ax) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon10:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (by) in the case of an ABR Borrowing, including to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e), not later than 12:00 noon10:00 a.m., New York City time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery hand delivery, electronic transmission or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto 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: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing; (iv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and; (v) the location and number of the applicable account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.04; and (vi) in the case of a Revolving Borrowing requested to finance the reimbursement of a Letter of Credit as provided in Section 2.06(e), the identity of the Issuing Bank that has issued such Letter of Credit. 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 SOFR Term Benchmark Borrowing, then the applicable 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 applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the a Borrower shall notify the Administrative Agent of such request by telephone or telecopy submitting a Borrowing Request (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three 3 U.S. Government Securities Business Days (or, with respect to the Closing Date Borrowing, 1 U.S. Government Securities Business Day) before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior to before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto irrevocable and shall be signed by a Responsible Officer of the Parent Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing; (iv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the applicable Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Term Benchmark Borrowing with an ABR BorrowingInterest Period of one month’s duration. If no Interest Period is specified with respect to any requested SOFR Term Benchmark Borrowing, then the Parent 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Paying Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior to before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Paying Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Paying Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether the requested Borrowing is to be a Tranche A Borrowing, Tranche B Borrowing, Tranche C Borrowing, Tranche D Borrowing or Revolving Borrowing; (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR Eurodollar Borrowing, the initial Interest Period to be applicable theretotherefor, which shall be a period contemplated by the definition of the term “"Interest Period”; and"; (vvi) the location and number of the Borrower's account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.04; and (vii) in the case of a Revolving Loan Borrowing, a calculation of the Available Revolver Amount as of the date of such Borrowing. 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 SOFR Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, 33 -29- LOAN AGREEMENT the Administrative Paying Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request either in writing (delivered by hand or fax) in substantially the form of Exhibit F and signed by the Borrower or by telephone or telecopy (such request a “Borrowing Request”) (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior on the date of the proposed Borrowing; provided, that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery hand delivery, fax or e-mail to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto 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: (i) the aggregate amount of the requested Borrowing (and whether a breakdown of the separate wires comprising such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing;; and (iv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the account or accounts 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 SOFR Term Benchmark 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 SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior to before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the Class and aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (iv) in the case of a SOFR 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 (v) the location and number of the Borrower's account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.04. If no election as to Class is specified, then the requested Borrowing shall be a Facility A Borrowing until Facility A is fully drawn, and then shall be a Facility B Borrowing (if the Facility B Activation Date shall have occurred pursuant to the Facility B Activation Notice). 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 SOFR 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.'s

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy submitting a Borrowing Request not later than 12:00 p.m., New York City time, (a) in the case of a SOFR Borrowing, not later than 12:00 noon, New York City timethe Borrowing of Initial Term Loans and Tranche B Loans, three U.S. Government Securities (3) Business Days before the date of the proposed Borrowing or Closing Date and (b) in the case of an ABR Borrowingthe Borrowing of Delayed Draw Term Loans, not later than 12:00 noon, New York City time, one seven (7) Business Day prior to Days the date of the proposed Borrowing. Each such telephonic Such Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto irrevocable and shall be signed by a Responsible Officer of the Borrower. Each such telephonic and written Such Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing (and including whether such notice relates to a Loans are Initial Term Borrowing Loans, Tranche B Loans or a Revolving BorrowingDelayed Draw Term Loans), which shall comply with the requirements of Section 2.02(b); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Borrowing; (iv) in the case of a SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (viii) the location and number of the Borrower’s account or accounts to which funds the proceeds of such Borrowing 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 SOFR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a such Borrowing Request in accordance with this SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m.Not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing, each Interest Rate Determination Date, Lender shall make available to the Administrative Agent an amount in Dollars and in immediately available funds equal to the Loan to be made by such Lender on the date of the proposed Borrowing. The Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) then make available to Borrower the interest rate that shall apply aggregate of the amounts made available to the SOFR Administrative Agent by the Lenders, in like funds as received by the Administrative Agent. For the avoidance of doubt, the Administrative Agent shall not be required to make the amount of any Loans available to the Borrower on the occasion of any Borrowing for which an interest rate is then being determined for unless and until the Administrative Agent has received from the applicable Interest Period and shall promptly give notice thereof (Lenders, in writing or its designated account, an aggregate amount of immediately available funds equal to the Loans requested by telephone confirmed in writing) the Borrower to Borrower and each Lenderbe funded hereunder pursuant to such Borrowing.

Requests for Borrowings. (a) To request a BorrowingBorrowing (other than a Borrowing of a Swingline Loan), the Borrower shall notify the Administrative Agent of such request (which request shall be in writing unless otherwise agreed to by telephone or telecopy the Administrative Agent) (a) in the case of a SOFR EurodollarSOFR Borrowing, not later than 12:00 noon11:00 a.m., New York, New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City York, New York, time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly irrevocable and shall be made by delivery telecopy or electronic communication (e-mail) to the Administrative Agent of a written Borrowing Request in substantially the a form of Exhibit B attached hereto 2.03 (a “Borrowing Request”) and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR EurodollarSOFR Borrowing; (iv) in the case of a SOFR EurodollarSOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.04. 2.06; If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR EurodollarSOFR 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 SectionSection 2.03, the Administrative Agent shall advise each applicable Lender in writing of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, . (b) To request a Borrowing Request for of a SOFR Borrowing Swingline Loan, the Borrower shall notify the Administrative Agent of such request (which request shall be in writing unless otherwise agreed by the Administrative Agent), not later than 12:00 noon, New York, New York, time, on the day of a proposed 33 Revolving Credit Facility Swingline Loan. Each such notice shall be irrevocable on and after shall specify (i) the related Interest Rate Determination Daterequested date (which shall be a Business Day) of the Swingline Loan, (ii) the amount of the requested Swingline Loan and (iii) the number of the Borrower’s deposit account with the Swingline Lender to which funds are to be disbursed. The Administrative Agent (if not the Swingline Lender) will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the deposit account of the Borrower identified in the notice or otherwise agreed upon by the Borrower and the Borrower shall be bound Swingline Lender from time to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m.time by 3:00 p.m., New York City York, New York, time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lenderrequested date of such Swingline Loan.

Requests for Borrowings. To request a Revolving Borrowing or Term Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City Chicago, Illinois time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City Chicago, Illinois time, one Business Day prior before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., Chicago, Illinois time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery telecopy or email to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto 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:: CREDIT AGREEMENT, Page 25 (i) whether the requested Borrowing is to be a Revolving Borrowing, or a Term Borrowing; (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR 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 (vvi) the location and number of the Borrower's account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly made by delivery hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by a Financial Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (ia) the aggregate principal amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether the Type of such Borrowing is to be an ABR Borrowing or a SOFR Borrowing; (ivd) in the case of a SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and; (ve) the location and number of the account or accounts to which funds are to be disburseddisbursed or, which shall comply with in the requirements case of any ABR Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.042.05(e), the identity of the Issuing Bank that made such LC Disbursement; and (f) whether such Borrowing is a Term Loan or a Revolving Loan. 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 SOFR 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 applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request in writing, which request must be received by telephone or telecopy (a) in the case of a SOFR Borrowing, Administrative Agent not later than 12:00 noon1:00 p.m., New York City time, three U.S. Government Securities Business Days before (i) in respect of each Revolving Credit Loan Borrowing with an Interest Period of less than one month, on the date of the proposed Borrowing or (bii) in respect of all other Borrowings, on the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one date which is three (3) Business Day Days prior to the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request irrevocable and shall be in substantially the form of Exhibit B attached hereto 2.3 and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02information: (ia) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR Borrowing a Revolving Credit Loan or a SOFR BorrowingBridge Loan; (ivd) in the case of a SOFR Borrowing, the initial Interest Period to be applicable theretothereto (including specifying the duration of such Interest Period and the last day of such Interest Period), which shall be a period contemplated by the definition of the term “Interest Period”; and (ve) the location and number of the account Borrower’s accounts or accounts Person 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 Borrowing2.4. If no Interest Period is specified with respect to any requested SOFR Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one day’s duration in the case of a Revolving Credit Loan or one month’s durationduration in the case of a Bridge Loan. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender (or at any time after the Conversion to Approving Lenders Funding Date, each Approving Lender) of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided hereinUnless the Administrative Agent shall have received a written notice from one or more Declining Lenders pursuant to Section 2.18 prior to 12:00 p.m. (New York City time), a one Business Day prior to the Administrative Agent’s receipt of any Borrowing Request for a SOFR Borrowing Loan (in which event Section 2.18 shall be irrevocable on and after applicable), each of the Lenders shall be obligated, regardless of whether it has affirmatively agreed to fund its Pro Rata Share of the related Interest Rate Determination DateLoan, and to make the amount of its Pro Rata Share of such borrowing available to the Administrative Agent for the account of the Borrower shall be bound to make a borrowing by depositing the same, in accordance therewith. As soon as practicable after 10:00 a.m.immediately available funds, at an account maintained by the Administrative Agent not later than 3:30 p.m., New York City timetime on the date specified for the applicable borrowing. The amount so received by the Administrative Agent shall, on each Interest Rate Determination Datesubject to the terms and conditions of this Agreement, be made available to the Borrower, by depositing the same, in immediately available funds, in an account of the Borrower designated by the Borrower. If any Lender provides the Administrative Agent with a Declining Lender Notice (pursuant to the terms hereof), the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) promptly notify the interest rate Borrower that shall apply one or more of the Lenders have elected not to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lenderfund further borrowings.

Requests for Borrowings. To request a Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of Adjusted Eurocurrency Rate Loans shall be made upon irrevocable notice by the Borrower shall notify to the Administrative Agent (provided that notices in respect of such request by telephone or telecopy Term Loan Borrowings and/or the Revolving Loan Borrowing (ax) in to be made on the case Closing Date may be conditioned on the closing of a SOFR Borrowing, not later than 12:00 noon, New York City time, the Closing Date Merger (i) three U.S. Government Securities Business Days before prior to the date requested day of the proposed any Borrowing of, conversion to or continuation of Adjusted Eurocurrency Rate Loans and (bii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to the requested day of any Borrowing of or conversion to ABR Loans or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request Adjusted Eurocurrency Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 12:00 p.m. five Business Days prior to the requested date of the proposed Borrowing. Each relevant Borrowing (or such telephonic Borrowing Request shall be confirmed promptly by delivery later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of a written Borrowing Request in substantially such request and determine whether the form of Exhibit B attached hereto requested Interest Period is available to them and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (iB) the aggregate amount of Administrative Agent shall promptly notify the Borrower whether or not the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Borrowing; (iv) in the case of a SOFR Borrowing, the initial Interest Period is available to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.04appropriate Lenders. 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 SOFR Adjusted Eurocurrency Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any Adjusted Eurocurrency Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewithSection 2.04. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender[Reserved].

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone telephone, telecopy or telecopy other electronic transmission (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noonp.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing Borrowing, or (b) in the case of an ABR Borrowing, not later than 12:00 noonp.m., New York City time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto 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: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing; (iv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.04 or, in the case of any Loan requested to finance the reimbursement of drawing under a Letter of Credit as provided in Section 2.21, the identity of the Issuing Bank that has honored such drawing. 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 SOFR Term Benchmark 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 applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Revolving Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Term Benchmark Borrowing shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Revolving Loan Borrowing or a Term Loan Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 noon, New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether the requested Borrowing is to be a Revolving Loan Borrowing, or a Tranche B Term Loan Borrowing; (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR 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 (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one three month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by (A) telephone or telecopy (B) a Borrowing Request (provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Borrowing Request) (a) in the case of a Term SOFR Borrowing, an Alternative Currency Daily Rate Borrowing or an Alternative Currency Term Rate Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the date of the proposed Borrowing (provided that, if a Borrower wishes to request Term SOFR Loans or Alternative Currency Term Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 noon, New York City 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 Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them) or (b) in the case of an ABR Borrowing or a Daily SOFR Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) the aggregate principal amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing, an Alternative Currency Term Rate Borrowing, an Alternative Currency Daily Rate Borrowing, a Daily SOFR Borrowing or a Term SOFR Borrowing and whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing; (iv) in the case of a Term SOFR Borrowing or an Alternative Currency Term Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and; (v) the location and number of the applicable Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07; and (vi) in the case of an Alternative Currency Daily Rate Borrowing or an Alternative Currency Term Rate Borrowing, the Agreed Currency. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term SOFR Borrowing or Alternative Currency Term Rate Borrowing, as applicable, then the relevant 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 applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a BorrowingBorrowing (other than a Borrowing of Closing Tranche Term Loans on the Effective Date), the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Borrowing, not later than 12:00 noonp.m., New York City timeLocal Time, three U.S. Government Securities on a Business Day not less than ten (10) Business Days before the date of the proposed Borrowing (or (b) in the case of an ABR BorrowingBorrowings of Additional Term Loans or Additional Revolving Credit Loans, not later than 12:00 noon, New York City time, one Business Day prior such other notice period as the Administrative Agent and the applicable Lenders with respect to the date of the proposed Borrowingsuch Facilities shall agree). Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowingexpressed in Dollars); (ii) whether such Borrowing consists of Term Loans, Additional Term Loans or Additional Revolving Credit Loans; (iii) the date of such Borrowing, which shall be a Business DayDay (and in the case of the Term Loans, a Business Day during the Availability Period); (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurocurrency Borrowing; (ivv) in the case of a SOFR Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed; and (vii) the Collateral Value, which shall comply the Excess Collateral Coverage and the Required Coverage Amount after giving effect to such Borrowing and calculated based upon the most recent Collateral Value Certificate delivered to the Administrative Agent in accordance with the requirements terms of Section 2.04this Agreement prior to the date of such Borrowing Request. If no election as to the Type of the Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender on such date of the details thereof and of the amount of such Lender’s Term Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request Each Borrowing shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by “pdf” or similar electronic format, in the form of a Borrowing, written Borrowing Request signed by the Borrower shall notify Borrower. Each such Borrowing Request must be received by the Administrative Agent of such request by telephone or telecopy (ai) in the case of a SOFR BorrowingBorrowing consisting of Eurodollar Loans, not later than 12:00 noon, 11:00 a.m. (New York City time), three U.S. Government Securities (3) Business Days before the date of the proposed Borrowing or (bii) in the case of an ABR Borrowinga Borrowing consisting of Base Rate Loans, not later than 12:00 noon, noon (New York City time, ) one (1) Business Day prior before the date of the proposed Borrowing; provided that with respect to each Borrowing consisting of Base Rate Loans or Eurodollar Loans to be made on the Closing Date, such Borrowing Request must be received by the Administrative Agent not later than 12:00 noon (New York City time) two (2) Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (ia) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR a Base Rate Borrowing or a SOFR Eurodollar Borrowing; (ivd) in the case of a SOFR BorrowingBorrowing consisting of a Eurodollar Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (ve) the location and number of the Borrower’s account or accounts 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 a Base Rate Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. Promptly following receipt of a Borrowing Request in accordance with this SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurocurrency Borrowing, not later than 12:00 noonp.m., New York City timeLocal Time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City timeLocal Time, one Business Day prior before the date of the proposed Borrowing; provided, that any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) Whether such Borrowing is to be a Borrowing of Revolving Facility Loans, Other Revolving Loans, Term B Loans or Other Term Loans; (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurocurrency Borrowing; (ivv) in the case of a SOFR Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (vvi) the location and number of the Borrower’s account or accounts 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 Revolving Facility Borrowing is specified, then the requested Revolving Facility Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy irrevocable written notice (via a written Borrowing Request signed by a Responsible Officer of the Borrower) (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing (or one Business Day before the Effective Date with respect to the Term Loans to be made on the Effective Date, and such written notice of borrowing shall be revocable by the Borrower prior to 11 a.m. New York City time on the Effective Date) or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior to before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (ia) the aggregate principal amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing; (ivd) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (ve) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Term Benchmark 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 SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request in writing (which notice may be by telephone or telecopy electronic mail in accordance herewith) (a) in the case of a Term SOFR Borrowing, not later than 12:00 noon, 2:00 p.m. (New York City time), three U.S. Government Securities Business Days before the date of the proposed Revolving Borrowing or (b) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon, 11:00 a.m. (New York City time, one Business Day prior to ) on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly irrevocable, shall be signed by delivery to the Administrative Agent of a written Borrowing Request Responsible Officer and shall be in substantially the form of Exhibit B attached hereto and signed by the BorrowerA hereto. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.021.2: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR a Base Rate Borrowing or a Term SOFR Borrowing; (iv) in the case of a Term SOFR Borrowing, the initial Interest Period to be applicable theretotherefor, which shall be a period contemplated by the definition of the term “Interest Period”” as it relates to Term SOFR Loans; and (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.041.5. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period is specified with respect to any requested Term SOFR 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 applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy submitting a Borrowing Request (a) in the case of a SOFR EurodollarTerm Benchmark Borrowing, not later than 12:00 noon1:00 p.m., New York City time, three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, one Business Day prior on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto irrevocable and shall be signed by the Borrowera Responsible Officer. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: : (i) the aggregate principal amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); ; (ii) the date of such Borrowing, which shall be a Business Day; ; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR EurodollarTerm Benchmark Borrowing and whether such Borrowing is a Revolving Borrowing or a Term A-3 Borrowing; ; (iv) in the case of a SOFR EurodollarTerm Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and and (v) the location and number of the Borrower’s account or accounts 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 SOFR EurodollarTerm Benchmark 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 applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each LenderSECTION 2.04.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than (1) 10:30 a.m., New York City time, on the Business Day of the proposed Borrowing, in the case of Borrowings to be made on the same day as such notice is given or (2) 12:00 noon, New York City time, one on the Business Day prior to the date of before the proposed Borrowing, in the case of all other Borrowings. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether the requested Borrowing is to be a Revolving Borrowing, a Tranche 1 Term Borrowing, a Tranche 2 Term Borrowing or a Tranche 3 Term Borrowing; (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR 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 (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or Borrowing, (b) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon1:00 p.m., New York City time, one on the date of the proposed Borrowing or (c) in the case of an RFR Borrowing, not later than 11:00 a.m., New York City time, five U.S. Government Securities Business Day prior to Days before the date of the proposed Borrowing. Each such telephonic request for a Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto irrevocable and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day;; #96301122v26 (iii) whether such Borrowing is to be an ABR a Base Rate Borrowing or a SOFR Term Benchmark Borrowing (or, solely to the extent applicable pursuant to Section 2.22, an RFR Borrowing); (iv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account or accounts 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 a Base Rate Borrowing. If no Interest Period is specified with respect to any requested SOFR Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a request for a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall notify the Administrative Applicable Agent of such request by telephone or telecopy in writing (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities (3) Business Days before the date of the proposed Borrowing (or, in the case of the Borrowing of the Initial Term Loans and the New Third A&R Term Loans, one (1) Business Day before the date of the proposed Borrowing) or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) must be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic written Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto and signed by the BorrowerBorrower and irrevocable. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether the requested Borrowing is to be a Revolving Borrowing or a Term Loan Borrowing, (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing);, (iiiii) the date of such Borrowing, which shall be a Business Day;, (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing;, (ivv) in the case of a SOFR 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 (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR 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 SectionSection 2.03, the Administrative Applicable Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy irrevocable written notice (via a written Borrowing Request signed by the Borrower) (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities (3) Business Days before the date of the proposed Borrowing; provided, that, with respect to any Term Benchmark Borrowing to be made on the Effective Date, such request shall be delivered to the Administrative Agent not later than 11:00 a.m., New York City time, one (1) Business Day before the Effective Date, or (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto and signed by the Borrowerirrevocable. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate principal amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing; (iv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Term Benchmark 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR LIBOR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior to before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a LIBOR Borrowing or an ABR Borrowing and whether such Borrowing shall consist of Tranche A-1 Loans, Tranche A-2 Loans or a SOFR BorrowingRevolving Loans; (iv) in the case of a SOFR LIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Interest Period”"; and (v) the location and number of the account or accounts to which funds (if any) are to be disbursed, which shall comply with the requirements of Section 2.04. Each such written Borrowing Request shall also certify that there shall not exist, on the date of the requested Borrowing and after giving effect thereto, a Default. 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 SOFR LIBOR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. If no election as to the Class of Borrowing is specified, then the requested Borrowing shall consist of Revolving Loans. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy in writing (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing Borrowing, or (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic The Initial Loans and, if the Delayed Draw Borrowing Date occurs within two days of the Effective Date, the Delayed Draw Loans, shall initially be ABR Loans. Such written Borrowing Request shall be confirmed promptly irrevocable and shall be delivered by hand delivery or telecopy to the Administrative Agent of in a written Borrowing Request in substantially form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the Borrower. Each such telephonic and Such written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (iv) in the case of a SOFR 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 (v) the location and number of the Borrower’s account or accounts 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 SOFR 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior before the date of the proposed Borrowing; PROVIDED that any such notice of a Revolving Credit Base Rate Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.04(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto 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:: CREDIT AGREEMENT (i) whether the requested Borrowing is to be a Revolving Credit Borrowing, Tranche A Term Loan Borrowing, Tranche B Term Loan Borrowing, Tranche C Term Loan Borrowing or Incremental Facility Loan Borrowing (including, if applicable, the respective Series of Incremental Facility Loans to which such Borrowing relates); (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR a Base Rate Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR 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 (vvi) the location and number of the Borrower's account or accounts 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 SOFR 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior to time on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) the Class of Borrowing, the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing and whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing;; and (iv) in the case of a SOFR 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 (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Revolving Loan Borrowing or Term Loan Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone delivery (by hand delivery, facsimile or telecopy other or electronic transmission) of a written Borrowing Request signed by the Borrower to the Administrative Agent (a) in the case of a SOFR Borrowing, not later than 12:00 noon2:00 p.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing (or such later time as the Administrative Agent may agree in its sole discretion) or (b) in the case of an ABR BorrowingBorrowing prior to the Class A Revolving Facility Termination Date, not later than 12:00 noon2:00 p.m., New York City time, one Business Day prior to the date of the proposed Borrowing. Each such telephonic Borrowing Request shall (x) in the case of any Revolving Loan Borrowing, be confirmed promptly by irrevocable upon delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto and signed by the Borrower. Each such telephonic and written Borrowing Request shall (y) specify the following information (other than, in compliance with Section 2.02: the case of clause (vii) below, the Borrowing Request pertaining to Borrowings on the Effective Date): (i) whether the requested Borrowing is to be a Revolving Loan Borrowing, an Initial Term Loan Borrowing or a Borrowing of any other Class (specifying the Class thereof); (ii) the aggregate amount of the requested such Borrowing (for the avoidance of doubt, any Borrowing of Revolving Loans shall be allocated pro rata between the Class A Revolving Commitments and whether such notice relates to a Term Borrowing or a Class B Revolving BorrowingCommitments); ; (iiiii) the date of such Borrowing, which shall be a Business Day; ; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Borrowing; ; (ivv) in the case of a SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and and (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06, or, in the case of any ABR Revolving Loan Borrowing or Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that made such LC Disbursement; (vii) that, in the case of any Borrowing after the Effective Date, as of the date of such Borrowing, the conditions set forth in Section 4.02(a) and Section 4.02(b) are satisfied. If no election as to the Type of Borrowing is specifiedspecified as to any Borrowing, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR 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 applicable Lender Class of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Syndicated Borrowing, the Borrower BorrowerObligor Representative shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Syndicated Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing (except that in the case of a Eurodollar Borrowing on the Effective Date, such notice shall be given not later than 1:00 p.m., New York City time, two Business days before the date of the proposed Borrowing) or (b) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one on the Business Day prior to the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the BorrowerBorrowerObligor Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether the requested Borrowing is to be a Revolving Credit Borrowing or Term Loan Borrowing; (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR a Base Rate Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR 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 (vvi) the location and number of the account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06. If no election as to the Type of Syndicated Borrowing is specified, then the requested Borrowing shall (x) in the case of a Revolving Credit Borrowing, be a Base Rate Borrowing and (y) in the case of a Term Loan Borrowing, be a Eurodollar Borrowing having an ABR BorrowingInterest Period of one month’s duration. If no Interest Period is specified with respect to any requested SOFR Syndicated Eurodollar Borrowing, then the Borrower Borrowers 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 SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided hereinAnything herein to the contrary notwithstanding, a the initial Borrowing Request for a SOFR Borrowing hereunder shall be irrevocable on a Base Rate Borrowing, except to the extent that this Agreement shall have been duly executed and after delivered by each of the related Interest Rate Determination Date, parties hereto at least three Business Days prior to the Effective Date and the Borrower Borrowers have given timely notice of a Eurodollar Borrowing after such execution and delivery (or, alternatively, the Borrowers shall be bound have executed and delivered to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive a pre-funding letter in form and binding upon all parties) the interest rate that shall apply substance satisfactory to the SOFR Borrowing Administrative Agent pursuant to which the Borrowers have agreed to reimburse the Lenders for which an interest rate is then being determined any costs of the type described in Section 2.15 in the event that, for any reason, the applicable Interest Period Effective Date and shall promptly give notice thereof (initial Loans do not occur on the date specified in writing or by telephone confirmed in writing) to Borrower and each Lendersuch pre-funding letter).

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request in writing, which request must be received by telephone or telecopy (a) in the case of a SOFR Borrowing, Administrative Agent not later than 12:00 noon1:00 p.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request irrevocable and shall be in substantially the form of Exhibit B attached hereto 2.3 and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02information: (ia) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR Borrowing a Revolving Credit Loan or a SOFR BorrowingBridge Loan; (ivd) in the case of a SOFR Borrowing, the initial Interest Period to be applicable theretothereto (including specifying the duration of such Interest Period and the last day of such Interest Period), which shall be a period contemplated by the definition of the term “Interest Period”; and (ve) the location and number of the account Borrower’s accounts or accounts Person 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 Borrowing2.4. If no Interest Period is specified with respect to any requested SOFR Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one day’s duration in the case of a Revolving Credit Loan or one month’s durationduration in the case of a Bridge Loan. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender (or at any time after the Conversion to Approving Lenders Funding Date, each Approving Lender) of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided hereinUnless the Administrative Agent shall have received a written notice from one or more Declining Lenders pursuant to Section 2.18 prior to 12:00 p.m. (New York City time), a one Business Day prior to the Administrative Agent’s receipt of any Borrowing Request for a SOFR Borrowing Loan (in which event Section 2.18 shall be irrevocable on and after applicable), each of the Lenders shall be obligated, regardless of whether it has affirmatively agreed to fund its Pro Rata Share of the related Interest Rate Determination DateLoan, and to make the amount of its Pro Rata Share of such borrowing available to the Administrative Agent for the account of the Borrower shall be bound to make a borrowing by depositing the same, in accordance therewith. As soon as practicable after 10:00 a.m.immediately available funds, at an account maintained by the Administrative Agent not later than 3:30 p.m., New York City timetime on the date specified for the applicable borrowing. The amount so received by the Administrative Agent shall, on each Interest Rate Determination Datesubject to the terms and conditions of this Agreement, be made available to the Borrower, by depositing the same, in immediately available funds, in an account of the Borrower designated by the Borrower. If any Lender provides the Administrative Agent with a Declining Lender Notice (pursuant to the terms hereof), the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) promptly notify the interest rate Borrower that shall apply one or more of the Lenders have elected not to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lenderfund further borrowings.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by (A) telephone or telecopy (B) a Borrowing Request (provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Borrowing Request) (a) in the case of a Term SOFR Borrowing, an Alternative Currency Daily Rate Borrowing or an Alternative Currency Term Rate Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities (3) Business Days before the date of the proposed Borrowing (provided that, if the Borrower wishes to request Term SOFR Loans or Alternative Currency Term Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 noon, New York City 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 Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them) or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) the aggregate principal amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing, an Alternative Currency Term Rate Borrowing, an Alternative Currency Daily Rate Borrowing, a Term SOFR Borrowing and whether such Borrowing is a Revolving Borrowing, or a Term A Loan Borrowing or a SOFR Term B Loan Borrowing; (iv) in the case of a Term SOFR Borrowing or an Alternative Currency Term Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and; (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07; and (vi) in the case of an Alternative Currency Daily Rate Borrowing or an Alternative Currency Term Rate Borrowing, the Agreed Currency. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term SOFR Borrowing or Alternative Currency Term Rate Borrowing, as applicable, 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 applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon1:00 p.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior to on the date of the proposed Borrowing; provided that no such notice shall be required for any deemed request of an ABR Borrowing to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e). Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or fax or other electronic communication subject to Section 12.01(b) to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (iv) in the case of a SOFR Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (v) the amount of the then effective Borrowing Base, the current total Revolving Credit Exposures (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing); and (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.05. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Borrowing Request shall constitute a representation by the Borrower that the amount of the requested Borrowing shall not cause the total Revolving Credit Exposures to exceed the total Revolving Credit Commitments (i.e., the lesser of the Aggregate Maximum Revolving Credit Amounts and the then effective Borrowing Base). Promptly following receipt of a Borrowing Request in accordance with this SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing (or, upon implementation of a Benchmark Replacement in accordance with Section 2.14, by the Reference Time with respect thereto) or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (iv) in the case of a SOFR 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 (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a BorrowingBorrowing (other than a Swing Line Loan), the Borrower shall notify the Administrative Agent of such request by telephone in writing (which may be via facsimile or telecopy email) (a) in the case of a SOFR Eurodollar Rate Borrowing, not later than 12:00 noon, New York City time10:00 a.m., three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to 10:00 a.m. on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request irrevocable, and shall, if in writing, be in substantially the form of Exhibit B C attached hereto and signed (or such other form as may be approved by the BorrowerAdministrative Agent). Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.022.2: (ia) whether the requested Borrowing is to be a Revolving Borrowing or Term Borrowing; (b) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iic) the date of such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing a Base Rate or a SOFR Eurodollar Rate Borrowing; (ive) in the case of a SOFR BorrowingEurodollar Rate, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (vf) the location and number of the account or accounts 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 a Base Rate Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the relevant Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior before the date of the proposed Borrowing; provided that any such notice of a Base Rate Revolving Credit Loan Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.04(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the BorrowerCompany. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether the requested Borrowing is to be a Revolving Credit Loan Borrowing, a Term A Loan Borrowing, a Term B Loan Borrowing or a Borrowing of Incremental Term Loans of a specified Series; (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR a Base Rate Borrowing or a SOFR Term Benchmark Borrowing; (ivv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (vvi) the identity of the Borrower and the location and number of the such Xxxxxxxx’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.05. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period is specified with respect to any requested SOFR Term Benchmark Borrowing, then the relevant 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 SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a the Term Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of (a) a SOFR Fixed Rate Borrowing, not later than 12:00 noon11:00 a.m., New York City San Francisco, California time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City San Francisco, California time, one on the Business Day prior to the date of the proposed Borrowing. Each such A telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery to hand delivery, telecopy or other electronic transmission approved by the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto and as Exhibit D or in such other form as may be approved by the Administrative Agent, signed by Borrower and delivered to the BorrowerAdministrative Agent. Each such The telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02Sections 2.02 and 2.05: (i) the The aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the The date of such Borrowing, which shall be a Business Day; (iii) whether Whether such Borrowing is to be an a ABR Borrowing or a SOFR Fixed Rate Borrowing; (iv) in the case of a SOFR Fixed Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Interest Period”"; and (v) the location and number of the account or accounts 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 SOFR Fixed Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. Promptly following receipt of a the Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowingthe Borrowing on the Funding Date, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy submitting a Borrowing Request (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City time, (x) in the event the requested date of the Borrowing is December 12, 2023, two (2) U.S. Government Securities Business Days before such date, or (y) otherwise, three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly irrevocable, but may be conditional upon the occurrence of one or more of the Specified Transactions, in which case such notice may be revoked by delivery the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of a written Borrowing Request in substantially the form of Exhibit B attached hereto and signed by the Borrowersuch events) if such events do not occur. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate principal amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing; (iv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Term Benchmark 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 applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Revolving ----------------------- Borrowing or Term Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to -------- finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether the requested Borrowing is to be a Revolving Borrowing, Tranche A Term Borrowing or Tranche B Term Borrowing; (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR 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 (vvi) the location and number of the Borrower's account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Revolving Loan Borrowing or a Term Loan Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 noon, New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether the requested Borrowing is to be a Revolving Loan Borrowing, or a Tranche B Term Loan Borrowing; (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR 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 (vvi) the location and number of the Borrower's account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Revolving Loan Borrowing or a Term Loan Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 noon, New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether the requested Borrowing is to be a Revolving Loan Borrowing or a Term Loan Borrowing; (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR 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 (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one three month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Revolving Loan Borrowing or a Term Loan Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 noon, New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether the requested Borrowing is to be a Revolving Loan Borrowing, a Tranche A Term Loan Borrowing or a Tranche B Term Loan Borrowing; (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR 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 (vvi) the location and number of the Borrower's account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon2:00 p.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing (or, in the case of any Eurodollar Borrowing to be made on the Closing Date, such shorter period of time as may be agreed to by the Administrative Agent) or (b) (i) in the case of an ABR Term Borrowing, not later than 12:00 noon2:00 p.m., New York City time, one Business Day prior to before the date of the proposed Borrowing and (ii) in the case of an ABR Revolving Borrowing, not later than 2:00 p.m., New York City time, on the date of the proposed Borrowing; provided that, for the avoidance of doubt, any request for a Revolving Borrowing shall be submitted to the Primary Revolving Facility Administrative Agent in accordance with this Section 2.03. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02information: (i) the aggregate amount Class of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the aggregate amount of such Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR 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; (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.04, or, in the case of any ABR Revolving Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.22, the identity of the Issuing Bank that made such LC Disbursement; and (vii) that as of the date of such Borrowing, all applicable conditions set forth in Section 4.02(a), Section 4.02(b) and, if applicable, Section 4.02(c) are satisfied. If no election as to the Type of Borrowing is specifiedspecified as to any Borrowing, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR 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 applicable Lender Class of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy submitting a Borrowing Request (a) in the case of a Term SOFR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities two Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one on the Business Day prior to the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto irrevocable and shall be 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: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a Term SOFR Borrowing; (iv) in the case of a Term SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term SOFR 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 applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower Borrowers shall notify the Administrative Agent of such request in writing (which notice may be by telephone or telecopy facsimile) (a) in the case of a SOFR LIBO Rate Borrowing, not later than 12:00 noon, 1:00 p.m. (New York City time), three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon, 1:00 p.m. (New York City time, ) one Business Day prior to before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly irrevocable, shall be signed by delivery to the Administrative Agent of a written Borrowing Request Responsible Officer and shall be in substantially the form of Exhibit B attached hereto and signed by the BorrowerA hereto. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.021.2: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR a Base Rate Borrowing or a SOFR LIBO Rate Borrowing; (iv) in the case of a SOFR LIBO Rate Borrowing, the initial Interest Period to be applicable theretotherefor, which shall be a period contemplated by the definition of the term “"Interest Period”; and" as it relates to LIBO Rate Loans; (v) the location and number of the Borrower's account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.041.5; and (vi) the outstanding principal amount under the Convertible Debentures. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period is specified with respect to any requested SOFR LIBO Rate Borrowing, then the Borrower Borrowers shall be deemed to have selected an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy submitting a Borrowing Request (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to on the date of the proposed Borrowing; provided that no such notice shall be required for any deemed request of an ABR Borrowing to finance the reimbursement of an LC Disbursement as provided in Section 2.09(e). Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto irrevocable and shall be 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: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (iv) in the case of a SOFR Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (v) the amount of the then effective Borrowing Base, the current total Revolving Credit Exposures (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing); and (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.05. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Borrowing Request shall constitute a representation that the amount of the requested Borrowing shall not cause the total Revolving Credit Exposures to exceed the total Commitments. Promptly following receipt of a Borrowing Request in accordance with this SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy irrevocable written notice (via a written Borrowing Request signed by a Responsible Officer of the Borrower) (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities (3) Business Days (or, in the case of a Term Benchmark Borrowing to be made on the Funding Date, one (1) Business Day) before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior to time on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) the aggregate principal amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing and whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing; (iv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. Redline Waldencast - Credit Agreement (as amended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM 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 SOFR Term Benchmark 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 applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR LIBOR Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities two Business Days before the date of the proposed Borrowing (or such shorter period agreed to by the Administrative Agent) and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to on the date of the proposed BorrowingBorrowing (or such shorter period agreed to by the Administrative Agent). Each such telephonic Borrowing Request shall be confirmed promptly made by delivery hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by a Financial Officer of the Borrower or by telephone notification, confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Financial Officer of the Borrower. Each such telephonic and or written Borrowing Request shall specify the following information in compliance with Section 2.02: (ia) the aggregate principal amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether the Type of such Borrowing is to be an ABR Borrowing or a SOFR Borrowing; (ivd) in the case of a SOFR LIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (ve) the location and number of the account or accounts 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 SOFR LIBOR 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy irrevocable written notice (via a written Borrowing Request signed by a Responsible Officer of the Borrower) (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities (3) Business Days (or, in the case of a Term Benchmark Borrowing to be made on the Funding Date, one (1) Business Day) before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior to time on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) the aggregate principal amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing and whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing; (iv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Term Benchmark 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 applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Revolving Borrowing or Term Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurocurrency Borrowing, not later than 12:00 noon11:00 a.m., New York City Pittsburgh time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City Pittsburgh time, one Business Day prior to on the date day of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a an executed written Borrowing Request in substantially the form of Exhibit B attached hereto and signed by the BorrowerRequest. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of whether the requested Borrowing (and whether such notice relates is to be a Term Borrowing or a Revolving Borrowing); (ii) the aggregate amount of such Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurocurrency Borrowing; (ivv) in the case of a SOFR Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (vvi) the location and number of the account or accounts of the Borrower to which funds are to be disburseddisbursed or, which shall comply with in the requirements case of any ABR Revolving Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.042.05(f), the identity of the Issuing Bank that made such LC Disbursement. 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 SOFR Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the applicable Lender Class of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided hereinNotwithstanding anything to the contrary herein (including Sections 2.07 and 2.13), any Revolving Loans made on the Restatement Effective Date and any Term Borrowings made on the First Amendment Effective Date shall be Eurocurrency Borrowings with an Interest Period of one Month, except to the extent that pursuant to Section 1.06, such Revolving Loans become part of a Borrowing Request for a SOFR Borrowing shall Tranche of Revolving Loans that were outstanding on the Restatement Effective Date under the Existing Credit Agreement. No Term Loans may be irrevocable on and borrowed after the related Interest Rate Determination First Amendment Effective Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall may (but is not required to) notify the Administrative Agent of such request by telephone or telecopy by submitting a Borrowing Request (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities (3) Business Days (or such shorter time as the Administrative Agent and Lenders may permit in writing) before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one (1) Business Day prior to (or such shorter time as the Administrative Agent and Lenders may permit in writing) before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall shall, to the extent applicable, be confirmed promptly by delivery hand delivery, telecopy or other written electronic communication to the Administrative Agent of a written Borrowing Request substantially in substantially the form of Exhibit B attached hereto E and signed by a Responsible Officer of the Borrower. Each such telephonic (to the extent applicable) and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Revolving Credit Loan or a Delayed Draw Term Loan; (iv) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing; (iv) in the case of a SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Each Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive once given and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lenderon Borrower.

Requests for Borrowings. (a) To request a BorrowingBorrowing (other than in respect of a Downgrade Draw), the Borrower Issuer (or the Collateral Manager on behalf of the Issuer) shall notify the Administrative Class A‑R Note Agent (with a copy to the Trustee) of such request request, by telephone or telecopy (a) electronic messaging system, in the case form attached hereto as Exhibit B and signed by the Issuer or an Authorized Officer of the Collateral Manager on behalf of the Issuer (a "Borrowing Request") by not later than 1:00 p.m. (New York time) on the third Business Day immediately preceding a Class A‑R Borrowing Date or such shorter notice as is acceptable to the Class A-R Note Agent; provided that, the Issuer may, on any Business Day prior to the end of the Class A-R Commitment Period, notify the Class A-R Note Agent (with a copy to the Trustee) of a SOFR Borrowingproposed Short Settlement Borrowing that is necessary to fund a same day funding requirement, not later than 12:00 noon, 10:00 a.m. (New York City time, three U.S. Government Securities Business Days before ) on the date of the proposed Short Settlement Borrowing or (b) in the case of an ABR Borrowingwhich shall be a Business Day); provided, not later than 12:00 noonfurther, New York City time, that within one Business Day of the Issuer receiving notice of a Class A-R Noteholder's failure to satisfy the Rating Requirement a Borrowing Request must be delivered to such Class A-R Noteholder, and such Class A-R Noteholder must fund a Downgrade Draw within 30 Business Days, unless the Rating Requirement is again satisfied prior thereto. Promptly following receipt of a request for a Borrowing, the Class A-R Note Agent shall forward by fax or electronic mail to ‑6‑ each Class A-R Noteholder (with a copy to the date Trustee) a copy of the proposed Borrowingsuch request. Each such telephonic electronic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto and signed by the Borrowerirrevocable. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02information: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business DayBorrowing Date; (iii) whether the Aggregate Outstanding Amount of the Class A-R Notes both before and after giving effect to such Borrowing is to be an ABR Borrowing or a SOFR Borrowing;; and (iv) whether such requested Borrowing would be a Short Settlement Borrowing. (b) The Issuer may request a Borrowing only if the Class A-R Borrowing Conditions are satisfied. (c) Each Class A-R Noteholder that has agreed to fund Borrowings on a same day basis (a "Designated First Funding Holder") in accordance with the case of commitment amounts set forth on Schedule 2.02 attached hereto (each such commitment, a SOFR Borrowing"Short Settlement Commitment") shall fund a Short Settlement Borrowing on a same day basis. Any other Class A-R Noteholder shall not be obligated to do so. Any Designated First Funding Holder may, from time to time, in its sole discretion, agree with the Issuer, the initial Interest Period Collateral Manager and the Class A-R Note Agent to be applicable thereto, which increase its Short Settlement Commitment. Any such increased Short Settlement Commitment shall be a period contemplated reflected on an amended Schedule 2.02 that shall be attached to this Agreement by the definition of the term “Interest Period”; and (v) the location and number of the account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.04Class A-R Note Agent. 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 With respect to any requested SOFR Borrowing Request for a Short Settlement Borrowing: (a) as to any Class A-R Noteholder that has no Short Settlement Commitment (any such Class A-R Noteholder, then the Borrower a "Second Funding Holder"), such Borrowing Request shall be deemed to have selected an Interest Period be a request for a Borrowing no later than three Business Days after the date of one month’s duration. Promptly following receipt of a such Borrowing Request in accordance with this Sectionby the Trustee and the Class A-R Note Agent (the date of receipt being the "Request Date"); (b) the Class A-R Note Agent shall by 11:00 a.m. (New York time) on the Request Date notify each Class A-R Noteholder that has a Short Settlement Commitment (collectively, the Administrative Agent shall advise each applicable Lender of the details thereof and "First Funding Holders") of the amount of such Lender’s Loan Short Settlement Borrowing to be funded by such First Funding Holder (determined as provided in the following clause (c)); (c) each First Funding Holder shall on the Request Date make an advance in respect of such Short Settlement Borrowing in an amount equal to the least of (x) such First Funding Holder's unfunded Class A-R Commitment, (y) such First Funding Holder's unfunded Short Settlement Commitment and (z) such First Funding Holder's Pro Rata Share of the requested amount of such Short Settlement Borrowing (determined according to the Class A-R Commitments of all First Funding Holders) (provided that, if the limitations specified in the foregoing clauses (x) or (y) would result in the total amount of such Short Settlement Borrowing funded on the Request Date being less than the amount specified in the related Borrowing Request, the total amount of such Short Settlement Borrowing funded on the Request Date shall be reduced accordingly); (d) each Second Funding Holder will on the date three Business Days after the Request Date make an advance in an amount equal to such Second Funding Holder's Pro Rata Share of the total Borrowing originally requested in the related Borrowing Request (determined according to the Class A-R Commitments of all Class A-R Noteholders), and the proceeds received by the Issuer from all such Second Funding Holders shall on the date received be applied in ‑7‑ accordance with the written instructions of the Class A-R Note Agent to reimburse any First Funding Holder the principal amount that it advanced in excess of its Pro Rata Share of the total Borrowing originally requested in the related Borrowing Request (determined according to the Class A-R Commitments of all Class A-R Noteholders) prior to any other permitted application by the Issuer; and (e) if any Second Funding Holder fails to fund the Borrowing contemplated by the foregoing clause (a), each other Second Funding Holder shall forthwith purchase (for cash at face value plus accrued interest and Class A-R Commitment Fees) participations in the advances, if any, made by each First Funding Holder as part of such Short Settlement Borrowing, together with any related claims for interest and Class A-R Commitment Fees, to the requested Borrowingextent necessary so that the total Borrowings funded under the related Borrowing Request, together with related claims for interest and Class A-R Commitment Fees, shall be held by all Class A-R Noteholders (other than such Second Funding Holder that fails to fund any such Borrowing as required) ratably in accordance with their respective Pro Rata Shares. Except as otherwise provided herein, The aggregate amount of Short Settlement Borrowings outstanding at any given time shall not exceed U.S.$5,000,000. (d) Upon receipt of its copy of a Borrowing Request for and, as applicable, upon receipt of notice that amounts have been withdrawn from the Class A-R Rating Requirement Funding Account in response to a SOFR Borrowing shall be irrevocable on and after Request, the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Calculation Agent shall determine (which LIBOR applicable to such Borrowing from a Class A-R Noteholder that is not a CP Conduit, such determination shall, to be conclusive absent manifest error. (e) The obligation of each Class A-R Noteholder to fund a Borrowing terminates on the earliest to occur of (x) an Event of Default as described in clause (c), be final(e) or (f) of the definition thereof, conclusive and binding upon all parties(y) the interest rate that shall apply sale, foreclosure, liquidation or other disposition of all of the Assets pursuant to an Event of Default and (z) the SOFR Borrowing for which an interest rate is then being determined for termination, expiration or reduction to zero of the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lenderaggregate amount of the Class A-R Commitments.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery hand delivery, telecopy or e-mail to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR a Revolving Borrowing or a SOFR Term Loan Borrowing; (iv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (v) in the case of a SOFR 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; (vvi) in the case of a Revolving Borrowing, whether such Revolving Borrowing is an Inventory Financing Sublimit Borrowing; (vii) in the case of an Inventory Financing Sublimit Borrowing, the certifications required by Section 4.02(c)(iii); (viii) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Borrowing Request for a Revolving Borrowing shall constitute a representation that the amount of the Borrowing requested thereunder will not cause the sum of the total Revolving Credit Exposures to exceed the aggregate Committed Revolving Amounts. Each Borrowing Request for a Term Loan Borrowing shall constitute a representation that the amount of the Borrowing requested thereunder will not cause the sum of the total Term Loan Exposures to exceed the aggregate Committed Term Loan Amounts. Promptly following receipt of a Borrowing Request in accordance with this SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. (a) To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities five Business Days before the date of the proposed Borrowing or (b) in Borrowing; provided that, except for Capitalized Borrowings and Borrowings made on the case of an ABR BorrowingEffective Date, not later than 12:00 noon, New York City time, one the Borrower may only make Borrowings on the first Business Day prior to the date of the proposed Borrowingeach calendar month. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form reasonably satisfactory to the form of Exhibit B attached hereto Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of such Borrowing and the requested Borrowing use of proceeds therefrom (and whether each written Borrowing Request shall attach copies of the invoices to be paid (or for which the applicable Loan Party is to be reimbursed in accordance with the Funding Agreement) with such notice relates proceeds, except to the extent such Borrowing is (A) a Term Capitalized Borrowing or (B) a Revolving BorrowingBorrowing made on the Effective Date that refinances Indebtedness set forth on Schedule 5.02 (a) owed by a Loan Party to Cisco or one of its Affiliates); provided, that the Borrower need not provide copies of invoices with respect to applicable expenses not exceeding $25,000 that are to be (and are permitted to be) paid with the proceeds of any Tranche B Borrowing if the Borrower attaches a certificate of a Financial Officer to the effect that such expenses have been or will be properly paid with the proceeds of Tranche B Loans in accordance with Section 5.10 of the Common Agreement and Section 5.02 hereof; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a LIBOR Borrowing or an ABR Borrowing or (and, if such Borrowing is to be a SOFR LIBOR Borrowing, the duration of the initial Interest Period applicable thereto); (iv) in the case Class of a SOFR such Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) if any proceeds of such Borrowing are to be advanced in cash to the Borrower, the location and number of the Borrower's account or accounts to which funds are to be disbursed, which shall comply with the applicable requirements of Section 2.04the Funding Agreement and the Collateral Agency Agreement. 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 SOFR 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 applicable Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing. Except . (b) Notwithstanding anything to the contrary contained in this Agreement, the Administrative Agent shall, at the request of Cisco so long as otherwise provided hereinCisco Lenders are the only Lenders with Tranche A Commitments hereunder, a cause Tranche A Loans to be advanced by the Lenders for and on behalf of the Borrower whether or not (i) any Borrowing Request for a SOFR Borrowing is given in accordance with Section 2.03(a), (ii) any of the conditions precedent set forth in Article IV hereof are satisfied, (iii) any Default exists, or (iv) any other fact or circumstance exists, if Cisco shall be irrevocable on and after have given five Business Days' prior written notice to the related Interest Rate Determination Date, Administrative Agent and the Borrower of Cisco's desire to cause the Lenders to make such Loans and all proceeds of such Loans are used to pay the Purchase Price of Qualifying Purchases under the Cisco Supply Contract that have not been disputed and that have not been paid when due. All Loans advanced pursuant to this Section 2.03(b) shall be bound to make Tranche A Loans and shall be initially advanced as LIBOR Borrowings with a borrowing three month Interest Period or, if the maximum number of Interest Periods for LIBOR Borrowings is already then in effect, as ABR Borrowings (but after such advancement, such Borrowings may be converted or continued in accordance therewithwith Section 2.05 of this Agreement). As soon as practicable after 10:00 a.m.For the purposes of this Section 2.03(b), New York City timeif a Lender that is not a Cisco Lender holds a Tranche A Commitment that, on each Interest Rate Determination Datewhen funded, Administrative Agent would result in a Cisco Loan, such Lender shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply deemed to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each be a Cisco Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy submitting a Borrowing Request (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon10:30 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon10:30 a.m., New York City time, one Business Day prior to on the date of the proposed Borrowing; provided that no such notice shall be required for any deemed request of an ABR Borrowing to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e). Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto irrevocable and shall be 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: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (iv) in the case of a SOFR Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (v) the amount of the then-effective Borrowing Base and the aggregate principal amount of Permitted Senior Notes then outstanding, the current total Revolving Credit Exposures (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing); and (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.05. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Borrowing Request shall constitute a representation that the amount of the requested Borrowing shall not cause the total \ Revolving Credit Exposures to exceed the total Commitments (i.e., the lesser of (a) the Aggregate Maximum Credit Amounts and (b) the then-effective Borrowing Base minus the aggregate principal amount of Permitted Senior Notes then outstanding). Promptly following receipt of a Borrowing Request in accordance with this SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request Each Borrowing shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by “pdf” or similar electronic format, in the form of a Borrowing, written Borrowing Request signed by the Borrower shall notify Borrower. Each such Borrowing Request must be received by the Administrative Agent (i) in the case of such request by telephone the Borrowing on the Closing Date, not later than 2:00 p.m. (New York City time), at least two (2) Business Days before the proposed Borrowing or telecopy (aii) otherwise, (A) in the case of a SOFR BorrowingBorrowing consisting of LIBOR Loans, not later than 12:00 noon, 11:00 a.m. (New York City time), three U.S. Government Securities (3) Business Days before the date of the proposed Borrowing or (bB) in the case of an ABR Borrowinga Borrowing consisting of Base Rate Loans, not later than 12:00 noon, noon (New York City time), one (1) Business Day prior to before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: : (ia) the aggregate amount of the requested Borrowing Borrowing; (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iib) the date of such Borrowing, which shall be a Business Day; ; (iiic) whether such Borrowing is to be an ABR Base Rate Borrowing or a SOFR LIBOR Borrowing; ; (ivd) in the case of a SOFR BorrowingBorrowing consisting of a LIBOR Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and and (ve) the location and number of the Borrower’s account or accounts 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 a Base Rate Borrowing. If no Interest Period is specified with respect to any requested SOFR LIBOR Borrowing, then the such Borrower shall be deemed to have selected an Interest Period of one month’s three (3) months’ duration. Promptly following receipt of a Borrowing Request in accordance with this SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify deliver to the Administrative Agent of such request by telephone or telecopy a duly completed Borrowing Request (a) in the case of a Term SOFR Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or Borrowing, (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one on the date of the proposed Borrowing or (c) if applicable pursuant to Section 3.08, in the case of a Daily Simple SOFR Borrowing, not later than 12:00 noon, New York City time, five U.S. Government Securities Business Day prior to Days before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly irrevocable and shall be signed by delivery to a Financial Officer of the Borrower; provided 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 of a written Borrowing Request in substantially the form of Exhibit B attached hereto and signed by the BorrowerAgent. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing, a Term SOFR Borrowing or or, if applicable pursuant to Section 3.08, a Daily Simple SOFR Borrowing; (iv) in the case of a Term SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the account or accounts of the Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.043.01. 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 Term SOFR 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 SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided hereinNotwithstanding the foregoing, in no event shall the Borrower be permitted to request pursuant to this Section 2.03 prior to a Benchmark Transition Event and Benchmark Replacement Date with respect to the Term SOFR, a Borrowing Request for a Daily Simple SOFR Borrowing Loan (it being understood and agreed that Daily Simple SOFR shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall only apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (extent provided in writing Section 3.08(a) or by telephone confirmed in writing) to Borrower and each Lender3.08(b), as applicable).

Requests for Borrowings. To request a Borrowing (other than a Swingline Loan Borrowing), the Borrower shall notify the Administrative Agent of such request in writing, which request must be received by telephone or telecopy Administrative Agent (ai) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities 3 Business Days before the date of the proposed Borrowing or (bii) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon, New York City time, one on the day of the proposed Borrowing. Notwithstanding the foregoing, Borrower shall notify Administrative Agent of any request for a Delayed Draw Term Loan at least 5 Business Day prior to Days before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request irrevocable and shall be substantially in substantially the form of Exhibit B attached hereto 2.3 and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02information: (ia) whether the requested Borrowing is to be a Revolving Credit Loan Borrowing, Delayed Draw Term Loan Borrowing or Term Loan Borrowing, if available; (b) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iic) the date of such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR a Base Rate Borrowing or a SOFR Eurodollar Borrowing; (ive) in the case of a SOFR Eurodollar Borrowing, the initial Interest Period to be applicable theretothereto (including specifying the duration of such Interest Period and the last day of such Interest Period), which shall be a period contemplated by the definition of the term “Interest Period”; and (vf) the location and number of the account Borrower’s accounts or accounts Person to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.6. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one 1 month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender that will make a Loan in connection with such Borrowing of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, provided Lead Borrower has previously submitted the documentation required under Section 4.02(e), Lead Borrower (on behalf of the Borrower) shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon, New York City Boston, Massachusetts time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City Boston, Massachusetts time, one Business Day prior to before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B E attached hereto and hereby made a part hereof and signed by Lead Borrower, on behalf of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (iv) in the case of a SOFR 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 (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06. If no election as to the Type of Borrowing is specifiedspecified in the Borrowing Request, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration, in the case of a Eurodollar Borrowing. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy submitting a Borrowing Request (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, one Business Day prior on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto irrevocable and shall be 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: (i) whether the requested Borrowing is to be a Revolving Borrowing or a Term Loan Borrowing, (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing);, (iiiii) the date of such Borrowing, which shall be a Business Day;, (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing;, (ivv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; , and (vvi) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Term Benchmark 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 SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request Each Borrowing shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by “pdf” or similar electronic format, in the form of a Borrowing, written Borrowing Request signed by the Borrower shall notify Borrower. Each such Borrowing Request must be received by the Administrative Agent (i) in the case of such request by telephone the Borrowing on the Closing Date, not later than 2:00 p.m. (New York City time), at least two (2) Business Days before the proposed Borrowing or telecopy (aii) otherwise, (A) in the case of a SOFR BorrowingBorrowing consisting of LIBOR Loans, not later than 12:00 noon, 11:00 a.m. (New York City time), three U.S. Government Securities (3) Business Days before the date of the proposed Borrowing or (bB) in the case of an ABR Borrowinga Borrowing consisting of Base Rate Loans, not later than 12:00 noon, noon (New York City time), one (1) Business Day prior to before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (ia) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR Base Rate Borrowing or a SOFR LIBOR Borrowing; (ivd) in the case of a SOFR BorrowingBorrowing consisting of a LIBOR Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (ve) the location and number of the Borrower’s account or accounts 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 a Base Rate Borrowing. If no Interest Period is specified with respect to any requested SOFR LIBOR Borrowing, then the such Borrower shall be deemed to have selected an Interest Period of one month’s three (3) months’ duration. Promptly following receipt of a Borrowing Request in accordance with this SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy submitting a Borrowing Request (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon1:00 p.m., New York City time, three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, one Business Day prior to on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 1:00 p.m., New York City time, on the date ​ of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly irrevocable and shall be signed by delivery to a Responsible Officer provided 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 of a written Borrowing Request in substantially the form of Exhibit B attached hereto and signed by the BorrowerAgent. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate principal amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing and whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing; (iv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account or accounts 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 SOFR Term Benchmark 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 applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City Central time, three U.S. Government Securities (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City Central time, one Business Day prior to before the date of the proposed Borrowing; provided that no such notice shall be required for any deemed request of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as provided in Section 2.07(e). Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery hand delivery, facsimile or e-mail to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR a Term Borrowing (or, if applicable, a Delayed Draw Borrowing) or a SOFR Revolving Borrowing; (iv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (v) in the case of a SOFR Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (vi) in the case of a Revolving Borrowing, the current total Revolving Credit Exposures (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing); and (vvii) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.05. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Borrowing Request shall constitute a representation that (a) the amount of the requested Borrowing shall not cause (i) in the case of a Revolving Borrowing, the total Revolving Credit Exposures to exceed the total Revolving Loan Commitments, and (ii) in the case of a Term Borrowing, the aggregate amount of the Term Loans to exceed the total Term Loan Commitments, and (b) each condition precedent set forth in Section 6.02 has been satisfied with respect to such Borrowing. Promptly following receipt of a Borrowing Request in accordance with this SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (iv) in the case of a SOFR 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 (v) the location and number of the account or accounts 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 SOFR 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request Notice for a SOFR Eurodollar Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Eurodollar Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request either in writing (delivered by hand or facsimile) or by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noonp.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing (or, in the case of any Eurodollar Borrowing to be made on the Amendment No. 2 Effective Date, such shorter period of time as may be agreed to by the Administrative Agent) or (b) in the case of an ABR BorrowingBorrowing or a Borrowing of Fixed Rate Term Loans, not later than 12:00 noonp.m., New York City time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery hand delivery, telecopy or electronic mail to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B 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: (i) whether the requested Borrowing is to be a Tranche B-2 Term Borrowing or an Incremental Term Borrowing of a particular Series; (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) except in the case of a Borrowing of Fixed Rate Term Loans, whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR 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 (vvi) the location and number of the account or accounts of the Borrower 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 SOFR 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 applicable Lender Class of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy submitting a Borrowing Request via electronic transmission (a) in the case of a SOFR EurocurrencyTerm Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing (or, in the case of any EurocurrencyTerm Benchmark Borrowing to be made on the Second Amendment Effective Date, such shorter period of time as may be agreed to by the Agent) or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior to on the date day of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery facsimile or electronic transmission to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto and signed by the BorrowerRequest. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR EurocurrencyTerm Benchmark Borrowing; (iv) in the case of a SOFR EurocurrencyTerm Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) if the location and number of the account or accounts of the Borrower to which the funds are to be dispersed are different from those set forth in the Borrower’s standing instructions, the location and number of the account of the Borrower 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 SOFR EurocurrencyTerm Benchmark 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a BorrowingBorrowing (other than Swingline Loans, which shall be made pursuant to Section 2.05), the Borrower shall notify the Administrative Agent of such request by telephone or telecopy submitting a Borrowing Request (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon1:00 p.m., New York City time, three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to on the date of the proposed Borrowing; provided that no such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) shall be required. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto irrevocable and shall be signed by a Financial Officer or other executive officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate principal amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing; (iv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.07. If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Term Benchmark Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided hereinNotwithstanding the foregoing, a Borrowing Request for a SOFR Borrowing in no event shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower be permitted to request an RFR Revolving Loan (it being understood and agreed that Adjusted Daily Simple SOFR shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall only apply to Revolving Loans to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period extent provided in Sections 2.14(a) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender2.14(f)).

Requests for Borrowings. To request a Revolving Borrowing or Term Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy pursuant to a written Borrowing Request (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing (or, in the case of any Eurodollar Borrowing of Term Loans to be made on the Effective Date, such shorter period of time as may be agreed to by the Administrative Agent) or (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic written Borrowing Request shall be confirmed irrevocable and shall be delivered promptly by hand delivery or facsimile to the Administrative Agent of in a written Borrowing Request in substantially form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the Loans requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing)be borrowed; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (iv) in the case of a SOFR 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; (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06; and (vi) whether the requested Borrowing is to be a Term Borrowing or a Revolving Borrowing. If no election as to the Type of Borrowing is specifiedspecified or if the Borrower fails to give timely notice requesting a conversion or continuation, then the requested Borrowing shall be made as, or converted to, an ABR Borrowing. Any such automatic conversion shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Borrowing. If no Interest Period is specified with respect to any requested SOFR 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To Each Borrowing shall occur on written or telephonic request (confirmed immediately in writing by delivering to the Agent a Borrowing Request) to the Agent from a Person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Agent not later than (i) 1:00 P.M. on the day that such Borrowing is to be made in the case of a Borrowing that is to bear interest initially at the Floating Rate, or (ii) 11:00 A.M. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing that is to bear interest initially at the Adjusted Term SOFR Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall be made by the Appropriate Banks ratably according to their Appropriate Commitments. Each Borrowing Request shall specify (i) the requested date of such Borrowing, (ii) the Borrower shall notify Facility under which such Borrowing is being requested, (iii) whether the Administrative Agent Advances comprising such Borrowing are to be Term Benchmark Advances, (iv) the aggregate amount of such request by telephone or telecopy Borrowing, and (av) in the case of a SOFR Borrowing consisting of Term Benchmark Advances, the initial Interest Period for each such Advance. Upon receipt of any such Borrowing Request, the Agent shall notify the Appropriate Banks of the intended Borrowing on the date such Borrowing Request is received by the Agent. At or before 3:00 P.M. on the date the requested Borrowing is to be made, each Appropriate Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent’s Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at Term Benchmark shall also be subject to all conditions set forth in Section 4.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 5.1 and the proposed Borrowing or Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (bi) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto and signed by the Borrower. Each , the interest rate applicable at the time to such telephonic Advances comprising such Borrowing and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Borrowing; (iv) in the case of a SOFR Borrowingsuch Bank, the initial Interest Period to be applicable theretoOvernight Bank Funding Rate, which shall be a period contemplated plus any administrative, processing or similar fees customarily charged by the definition Agent in connection with the foregoing. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Appropriate Advance as part of such Borrowing for purposes of this Agreement. A notice of the term “Interest Period”; and (v) Agent to any Bank or the location and number of the account or accounts 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 Borrower with respect to any requested SOFR Borrowing, then the Borrower amount owing under this paragraph 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shallconclusive, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy submitting a Borrowing Request (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing, (b) in the case of an RFR Borrowing, not later than 11:00 a.m., New York City time, five U.S. Government Securities Business Days before the date of the proposed Borrowing or (bc) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly irrevocable and shall be signed by delivery to a Responsible Officer of the Borrower; provided 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 of a written Borrowing Request in substantially the form of Exhibit B attached hereto and signed by the BorrowerAgent. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing or an RFR Borrowing; (iv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.06. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Term Benchmark 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 applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided hereinNotwithstanding the foregoing, a Borrowing Request for a SOFR Borrowing in no event shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower be permitted to request pursuant to this Section 2.03 prior to a Benchmark Transition Event and Benchmark Replacement Date with respect to the Term SOFR Rate, an RFR Loan bearing interest based on Daily Simple SOFR (it being understood and agreed that Daily Simple SOFR shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall only apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period extent provided in Sections 2.14(a) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.2.14(f), as applicable)

Requests for Borrowings. To request a Borrowing, the Borrower shall notify deliver to the Administrative Agent of such request by telephone or telecopy a Borrowing Request (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York City timeLocal Time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an a ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day prior to on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly irrevocable and may be provided by hand delivery or telecopy or email with PDF attachment to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto and signed by the BorrowerRequest. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i1) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii2) the date of such Borrowing, which shall be a Business Day; (iii3) whether such Borrowing is to be an a ABR Borrowing or a SOFR Term Benchmark Borrowing; (iv4) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v5) the location and number of the Borrower’s account or accounts 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 a ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Term Benchmark 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 SectionSection 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a any Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one on the Business Day prior to the date of the proposed Borrowing; provided, that the initial Borrowing hereunder shall require, in any event, not less than one Business Days' notice and shall be made by the Borrower delivering a written Borrowing Request to the Administrative Agent. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly (and, in any event, not later than the close of business on the date of any telephonic Borrowing Request) by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially a form approved by the form of Exhibit B attached hereto Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether the requested Borrowing is to be a Revolving Borrowing or Term Borrowing; (ii) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (ivv) in the case of a SOFR 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 (vvi) the location and number of the Borrower's account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.042.05. If no election as to the Type of Borrowing is specifiedspecified with respect to any Term Loan or Revolving Loan, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a BorrowingRevolving Loan, the Parent Borrower shall notify deliver a Borrowing Request to the Administrative Agent (on behalf of such request by telephone itself or telecopy another Borrower) (a) in the case of a SOFR Eurodollar Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon4:00 p.m., New York City time, one Business Day prior before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Loan to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto irrevocable and shall be signed by the Parent Borrower (on behalf of itself or another Borrower). Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether the aggregate amount Parent Borrower is requesting such Borrowing on behalf of itself or for another Borrower (and, if on behalf of another Borrower, the requested Borrowing (and whether identity of such notice relates to a Term Borrowing or a Revolving BorrowingBorrower); (ii) whether the requested Borrowing is a Domestic Revolving Borrowing, Australian Revolving Borrowing, Canadian Revolving Borrowing, German Revolving Borrowing or Mexican Revolving Borrowing; (iii) the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day;; and (iiiv) whether such Borrowing is to be an ABR Borrowing or a SOFR Eurodollar Borrowing; (iv) in the case of a SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the account or accounts 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 SOFR 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 with respect to a Borrowing of any Class in accordance with this Section, the Administrative Agent shall advise each applicable Lender with respect to such Class of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except The Australian Subsidiary Borrower may not request more than two Australian Borrowings and Australian Borrowings (as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after defined in the related Interest Rate Determination Date, and Fixed Asset Credit Agreement) in the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lenderaggregate per calendar month.

Requests for Borrowings. To request a BorrowingBorrowing (other than a Swing Line Loan), the Borrower shall notify the Administrative Agent of such request by telephone in writing (which may be via facsimile or telecopy email) (a) in the case of a SOFR Eurodollar Rate Borrowing, not later than 12:00 noon, New York City time10:00 a.m., three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to 10:00 a.m. on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request irrevocable, and shall, if in writing, be in substantially the form of Exhibit B C attached hereto and signed (or such other form as may be approved by the BorrowerAdministrative Agent). Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.022.2: (ia) the aggregate amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be a Revolving Loan, a Term A-1 Loan, a Term A-2 Loan, a Term A-4 Loan or, if applicable, an ABR Incremental Term Loan; (d) whether such Borrowing is to be a Base Rate or a SOFR Eurodollar Rate Borrowing; (ive) in the case of a SOFR BorrowingEurodollar Rate, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (vf) the location and number of the account or accounts 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 a Base Rate Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Rate 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 applicable Appropriate Lender of the details thereof and of the amount of such Appropriate Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or telecopy submitting a Borrowing Request (a) in the case of a SOFR Term Benchmark Borrowing, not later than 12:00 noon1:00 p.m., New York City time, three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, one Business Day prior on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B attached hereto irrevocable and shall be signed by the Borrowera Responsible Officer. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate principal amount of the requested Borrowing (and whether such notice relates to a Term Borrowing or a Revolving Borrowing); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Term Benchmark Borrowing and whether such Borrowing is a Revolving Borrowing or a Term A-3 Borrowing; (iv) in the case of a SOFR Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Borrower’s account or accounts 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 SOFR Term Benchmark 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 applicable Lender of the details thereof and of the amount of such LenderLxxxxx’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the SOFR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.