Common use of Requests for Term Loans Clause in Contracts

Requests for Term Loans. (i) The Borrower shall give a Notice of Borrowing not later than 9:00 a.m. Pacific time (A) at least one Business Day prior to the date of any borrowing of each Base Rate Loan and (B)(I) in the case of a Daily Simple RFR Loan denominated in Dollars, at least three RFR Business Days before such Daily Simple RFR Loan, (II) in the case of a Term RFR Loan denominated in Dollars, at least three RFR Business Days before such Term RFR Loan, (III) in the case of an RFR Loan denominated in any Foreign Currency, at least five RFR Business Days before such RFR Loan, and (IV) in the case of a Eurocurrency Rate Loan denominated in any Foreign Currency, at least four Business Days before such Eurocurrency Rate Loan (or five Business Days in the case of a Special Notice Currency), of its intention to borrow, in each case, specifying (1) the date of such borrowing, which shall be a Business Day, (2) the Currency of such borrowing, (3) the amount of such borrowing, which shall comply with clause (a) above, (4) whether such Loan is to be a Eurocurrency Rate Loan, a Daily Simple RFR Loan, a Term RFR Loan or a Base Rate Loan, and (5) in the case of a Eurocurrency Rate Loan or a Term RFR Loan, the duration of the Interest Period applicable thereto. If the Borrower fails to specify a Type of Loan denominated in Dollars in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate Loans. If the Borrower requests a borrowing of Eurocurrency Rate Loans or Term RFR Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. A Notice of Borrowing received after 9:00 a.m. shall be deemed received on the next Business Day, RFR Business Day or Eurocurrency Banking Day, as applicable. The Administrative Agent shall promptly notify the Lenders of each Notice of Borrowing (ii) Each Notice of Borrowing shall be irrevocable once given and binding on the Borrower. Prior to delivering a Notice of Borrowing, the Borrower may (without specifying whether a Loan will be a Base Rate Loan, a Eurocurrency Rate Loan or a RFR Loan) request that the Administrative Agent provide the Borrower with the most recent Eurocurrency Rate or applicable RFR available to the Administrative Agent. The Administrative Agent shall provide such quoted rate to the Borrower on the date of such request or as soon as possible thereafter.

Requests for Term Loans. (i) The Not later than 12:00 noon Eastern time at least 3 Business Days prior to the anticipated Effective Date, the Borrower shall give deliver to the Administrative Agent a Notice of Term Loan Borrowing not later than 9:00 a.m. Pacific time (A) at least one Business Day prior requesting that the Tranche A Term Loan Lenders make the Tranche A Term Loans on the Effective Date and specifying the aggregate principal amount of Tranche A Term Loans to be borrowed, the date Type of any borrowing of each Base Rate Loan and (B)(I) in the case of a Daily Simple RFR Loan denominated in Dollars, at least three RFR Business Days before such Daily Simple RFR Loan, (II) in the case of a Tranche A Term RFR Loan denominated in Dollars, at least three RFR Business Days before such Term RFR Loan, (III) in the case of an RFR Loan denominated in any Foreign Currency, at least five RFR Business Days before such RFR LoanLoans, and (IV) in the case of a Eurocurrency Rate Loan denominated in any Foreign Currency, at least four Business Days before if such Eurocurrency Rate Loan (or five Business Days in the case of a Special Notice Currency), of its intention to borrow, in each case, specifying (1) the date of such borrowing, which shall be a Business Day, (2) the Currency of such borrowing, (3) the amount of such borrowing, which shall comply with clause (a) above, (4) whether such Loan is Tranche A Term Loans are to be a Eurocurrency Rate Loan, a Daily Simple RFR Loan, a Term RFR Loan or a Base Rate Loan, and (5) in the case of a Eurocurrency Rate Loan or a Term RFR LoanLIBOR Loans, the duration of the initial Interest Period applicable thereto. If for the Borrower fails to specify a Type of Loan denominated in Dollars in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate Tranche A Term Loans. If the Borrower requests a borrowing of Eurocurrency Rate Loans or Term RFR Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. A Notice of Borrowing received after 9:00 a.m. shall be deemed received on the next Business Day, RFR Business Day or Eurocurrency Banking Day, as applicable. The Administrative Agent shall promptly notify the Lenders of each Notice of Borrowing (ii) Each Notice of Borrowing Such notice shall be irrevocable once given and binding on the Borrower. Prior to delivering a such Notice of Term Loan Borrowing, the Borrower may (without specifying whether a Loan the Tranche A Term Loans, or any portion thereof, will be a Base Rate Loan, a Eurocurrency Rate Loan Loans or a RFR LoanLIBOR Loans) request that the Administrative Agent provide the Borrower with the most recent Eurocurrency Rate or applicable RFR LIBOR available to the Administrative Agent. The Administrative Agent shall provide such quoted rate to the Borrower on the date of such request or as soon as possible thereafter. (ii) Not later than 12:00 noon Eastern time at least 3 Business Days prior to the anticipated Effective Date, the Borrower shall deliver to the Administrative Agent a Notice of Term Loan Borrowing requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Effective Date and specifying the aggregate principal amount of Tranche B Term Loans to be borrowed, the Type of the Tranche B Term Loans, and if such Tranche B Term Loans are to be LIBOR Loans, the initial Interest Period for the Tranche B Term Loans. Such notice shall be irrevocable once given and binding on the Borrower. Prior to delivering such Notice of Term Loan Borrowing, the Borrower may (without specifying whether the Tranche B Term Loans, or any portion thereof, will be Base Rate Loans or LIBOR Loans) request that the Administrative Agent provide the Borrower with the most recent LIBOR available to the Administrative Agent. The Administrative Agent shall provide such quoted rate to the Borrower on the date of such request or as soon as possible thereafter.

Requests for Term Loans. (i) The Borrower shall give a Notice of Borrowing not Not later than 9:00 10:00 a.m. Pacific Eastern time (A) at least one (1) Business Day prior to the date of any borrowing of each Base Rate Loan and (B)(I) in the case of a Daily Simple RFR Loan denominated in Dollars, borrowing of 2020 Term Loans that are to be Base Rate Loans and not later than 10:00 a.m. Eastern time at least three RFR Business Days before such Daily Simple RFR Loan, (II3) in the case of a Term RFR Loan denominated in Dollars, at least three RFR Business Days before such Term RFR Loan, (III) in the case of an RFR Loan denominated in any Foreign Currency, at least five RFR Business Days before such RFR Loan, and (IV) in the case of a Eurocurrency Rate Loan denominated in any Foreign Currency, at least four Business Days before such Eurocurrency Rate Loan (or five Business Days in the case of a Special Notice Currency), borrowing of its intention 2020 Term Loans that are to borrowbe LIBOR Loans, in each case, prior to the anticipated Effective Date, the Borrower shall deliver to the Administrative Agent a Notice of Term Loan Borrowing requesting that the 2020 Term Loan Lenders make 2020 Term Loans to the Borrower on the Effective Date and specifying the aggregate principal amount of such 2020 Term Loans to be borrowed, the Type of such 2020 Term Loans, and if any such 2020 Term Loans are to be LIBOR Loans, the initial Interest Period for such 2020 Term Loans. Such notice shall be irrevocable once given and binding on the Borrower. (ii) Not later than 10:00 a.m. Eastern time at least one (1) the date of such borrowing, which shall be a Business Day, (2) the Currency of such borrowing, (3) the amount of such borrowing, which shall comply with clause (a) above, (4) whether such Loan is to be a Eurocurrency Rate Loan, a Daily Simple RFR Loan, a Term RFR Loan or a Base Rate Loan, and (5) Day in the case of a Eurocurrency borrowing of 2022 Term Loans that are to be Base Rate Loan or Loans and not later than 10:00 a.m. Eastern time at least three (3) Business Days in the case of a borrowing of 2022 Term RFR LoanLoans that are to be LIBOR Loans, in each case, prior to the anticipated Effective Date, the duration of Borrower shall deliver to the Interest Period applicable thereto. If the Borrower fails to specify a Type of Loan denominated in Dollars in Administrative Agent a Notice of BorrowingTerm Loan Borrowing requesting that the 2022 Term Loan Lenders make 2022 Term Loans to the Borrower on the Effective Date and specifying the aggregate principal amount of such 2022 Term Loans to be borrowed, then the applicable Type of such 2022 Term Loans, and if any such 2022 Term Loans are to be LIBOR Loans, the initial Interest Period for such 2022 Term Loans. Such notice shall be made as Base Rate Loans. If the Borrower requests a borrowing of Eurocurrency Rate Loans or Term RFR Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. A Notice of Borrowing received after 9:00 a.m. shall be deemed received irrevocable once given and binding on the next Business Day, RFR Business Day or Eurocurrency Banking Day, as applicable. The Administrative Agent shall promptly notify the Lenders of each Notice of BorrowingBorrower. (iiiii) Each Notice of Term Loan Borrowing shall be irrevocable once given and binding on the Borrower. Prior to delivering a Notice of Term Loan Borrowing, the Borrower may (without specifying whether a Term Loan will be a Base Rate Loan, a Eurocurrency Rate Loan or a RFR LIBOR Loan) request that the Administrative Agent provide the Borrower with the most recent Eurocurrency Rate or applicable RFR LIBOR available to the Administrative Agent. The Administrative Agent shall provide such quoted rate to the Borrower on the date of such request or as soon as possible thereafter.

Requests for Term Loans. (i) The Borrower shall give the Administrative Agent irrevocable prior written notice substantially in the form of Exhibit B (a “Notice of Borrowing Borrowing”) not later than 9:00 a.m. Pacific time 12:00 p.m. (Ai) on the date of borrowing requesting that the Lenders make the applicable Term Loan as a Base Rate Loan on such date or (ii) at least one three (3) U.S. Government Securities Business Day prior to Days before the date of any borrowing of each Base Rate requesting that the Lenders make the applicable Term Loan and (B)(I) in the case of as a Daily Simple RFR Loan denominated in Dollars, at least three RFR Business Days before such Daily Simple RFR SOFR Loan, (II) in the case of a Term RFR Loan denominated in Dollars, at least three RFR Business Days before such Term RFR Loan, (III) in the case of an RFR Loan denominated in any Foreign Currency, at least five RFR Business Days before such RFR Loan, and (IV) in the case of a Eurocurrency Rate Loan denominated in any Foreign Currency, at least four Business Days before such Eurocurrency Rate Loan (or five Business Days in the case of a Special Notice Currency), of its intention to borrow, in each case, specifying (1A) the date of such borrowing, which shall be a Business Day, (2B) the Currency of whether such borrowingTerm Loan is a Three-Year Term Loan or a Five-Year Term Loan, (3C) the amount of such borrowing, which shall comply with clause (a) abovebe in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, (4D) whether such Loan is to be a Eurocurrency Rate Loan, a Daily Simple RFR Loan, a Term RFR SOFR Loan or a Base Rate Loan, and (5E) in the case of a Eurocurrency Rate Loan or a Term RFR SOFR Loan, the duration of the Interest Period applicable thereto. If the Borrower fails to specify a Type type of Loan denominated in Dollars in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate Loans. If the Borrower requests a borrowing of Eurocurrency Rate Loans or Term RFR SOFR Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. A Notice of Borrowing received after 9:00 a.m. 12:00 p.m. shall be deemed received on the next Business Day, RFR Business Day or Eurocurrency Banking U.S. Government Securities Business Day, as applicable. The Administrative Agent shall promptly notify the Lenders of each Notice of Borrowing (ii) Each Notice of Borrowing shall be irrevocable once given and binding on the Borrower. Prior to delivering a Notice of Borrowing, the Borrower may (without specifying whether a Loan will be a Base Rate Loan, a Eurocurrency Rate Loan or a RFR Loan) request that the Administrative Agent provide the Borrower with the most recent Eurocurrency Rate or applicable RFR available to the Administrative Agent. The Administrative Agent shall provide such quoted rate to the Borrower on the date of such request or as soon as possible thereafter.

Requests for Term Loans. (i) The Borrower shall give Not later 9:00 a.m. Pacific time at least one (1) Business Day in the case of a Notice borrowing of Borrowing Additional 5-Year Term Loans that are to be Base Rate Loans and not later than 9:00 a.m. Pacific time (A) at least one Business Day prior to the date of any borrowing of each Base Rate Loan and (B)(I) in the case of a Daily Simple RFR Loan denominated in Dollars, at least three RFR Business Days before such Daily Simple RFR Loan, (II3) in the case of a Term RFR Loan denominated in Dollars, at least three RFR Business Days before such Term RFR Loan, (III) in the case of an RFR Loan denominated in any Foreign Currency, at least five RFR Business Days before such RFR Loan, and (IV) in the case of a Eurocurrency Rate Loan denominated in any Foreign Currency, at least four Business Days before such Eurocurrency Rate Loan (or five Business Days in the case of a Special Notice Currency), borrowing of its intention Additional 5-Year Term Loans that are to borrowbe LIBOR Loans, in each case, prior to the anticipated Effective Date, the Borrower shall deliver to the Administrative Agent a Notice of Term Loan Borrowing requesting that the 5-Year Term Loan Lenders make Additional 5-Year Term Loans to the Borrower on the Effective Date and specifying the aggregate principal amount of such 5-Year Term Loans to be borrowed, the Type of such 5-Year Term Loans, and if any such Term Loans are to be LIBOR Loans, the initial Interest Period for such Term Loans. Such notice shall be irrevocable once given and binding on the Borrower. (ii) Not later than 9:00 a.m. Pacific time at least one (1) Business Day prior to a borrowing of 7-Year Term Loans that are to be Base Rate Loans and not later than 9:00 a.m. Pacific time at least three (3) Business Days prior to a borrowing of 7-Year Term Loans that are to be LIBOR Loans, the Borrower shall deliver to the Administrative Agent a Notice of Term Loan Borrowing. Each Notice of Term Loan Borrowing requesting 7-Year Term Loans shall specify the aggregate principal amount of the 7-Year Term Loans to be borrowed, the date of such borrowing, 7-Year Term Loans are to be borrowed (which shall must be a Business Day), (2) the Currency Type of the requested 7-Year Term Loans, and if such borrowing, (3) the amount of such borrowing, which shall comply with clause (a) above, (4) whether such Loan is 7-Year Term Loans are to be a Eurocurrency Rate Loan, a Daily Simple RFR Loan, a Term RFR Loan or a Base Rate Loan, and (5) in the case of a Eurocurrency Rate Loan or a Term RFR LoanLIBOR Loans, the duration of the initial Interest Period applicable thereto. If the Borrower fails to specify a Type of Loan denominated in Dollars in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate for such 7-Year Term Loans. If the Borrower requests a borrowing of Eurocurrency Rate Loans or Term RFR Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. A Notice of Borrowing received after 9:00 a.m. shall be deemed received on the next Business Day, RFR Business Day or Eurocurrency Banking Day, as applicable. The Administrative Agent shall promptly notify the Lenders of each Notice of Borrowing. (iiiii) Each Notice of Term Loan Borrowing shall be irrevocable once given and binding on the Borrower. Prior to delivering a Notice of Term Loan Borrowing, the Borrower may (without specifying whether a Term Loan will be a Base Rate Loan, a Eurocurrency Rate Loan or a RFR LIBOR Loan) request that the Administrative Agent provide the Borrower with the most recent Eurocurrency Rate or applicable RFR LIBOR available to the Administrative Agent. The Administrative Agent shall provide such quoted rate to the Borrower on the date of such request or as soon as possible thereafter.