Common use of Borrowings, Conversions and Continuations of Loans Clause in Contracts

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Term Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to another, and each continuation of Term SOFR Committed Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Loans or of any conversion of Term SOFR Committed Loans to Base Rate Loans or Daily SOFR Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Committed 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. Not later than 11:00 a.m., two Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and the Administrative Agent. Each Borrowing of, conversion to or continuation of Term SOFR Committed Loans shall be in a minimum principal amount of $5,000,000. Except as provided in Section 2.04(c), each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Loans from one Type to another, or a continuation of Term SOFR Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Loans. Any automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Term Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice; provided, further, that any Loan Notice delivered in connection with a Borrowing to be made on the Funding Date may be subject to and conditioned upon the occurrence of the Funding Date. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two 11:00 a.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Loans or of any conversion of Term SOFR Committed Loans to Base Rate Loans; provided that, with respect to an initial request for Borrowings of Term SOFR Loans or Daily SOFR Loansto be funded on the Funding Date, the Loan Notice shall be delivered not later than 7:00 a.m., two Business Days prior to the Funding Date and (ii) 10:00 a.m. on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Committed 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 continuationcontinuation of Term SOFR Loans, 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. Not later than 11:00 a.m., two three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Term SOFR Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the such other requested Interest Period has been consented to by all the Appropriate Lenders and the Administrative Agent. Each Borrowing of, conversion to or continuation of Term SOFR Committed Loans shall be in a minimum principal amount of $5,000,0001,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.04(c), each Each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans. Any automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Term Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two 2:00 p.m., New York City time, three Business Days prior to the requested date of any Borrowing of, conversion to to, or continuation of Term SOFR Committed of, Eurodollar Rate Loans or of any conversion of Term SOFR Committed Loans to Base Eurodollar Rate Loans or Daily SOFR Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the initial Credit Extensions; provided, further, however, that if the Borrower wishes to request Term SOFR Committed Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m., New York City time, four Business Days prior to the requested date of such Borrowing, conversion or continuation, continuation whereupon the Administrative Agent shall give prompt notice to the Appropriate Revolving Credit Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., two New York City time, three Business Days before the requested date of such Borrowing, conversion or continuation, continuation the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Revolving Credit Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative AgentAgent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to to, or continuation of, Eurodollar Rate Loans shall be in an amount of Term SOFR Committed $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a minimum principal amount of $5,000,000. Except as provided in Section 2.04(c), each Borrowing of 500,000 or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount whole multiple of $500,000100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Revolving Credit Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans. Any such automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

Borrowings, Conversions and Continuations of Loans. (a) Each Term A-1 Borrowing, each Term A-3 Borrowing, each Term B Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Loans or Alternative Currency Term Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone (i) telephone, or (ii) a Committed Loan Notice; provided that any telephonic telephone notice must be confirmed promptly immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (iA) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Loans denominated in Dollars or of any conversion of Term SOFR Committed Loans denominated in Dollars to Base Rate Loans Loans, (B) four Business Days (or Daily SOFR five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Alternative Currency Loans, and (iiC) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that if the Borrower wishes to request Alternative Currency Term SOFR Committed 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 five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuationcontinuation of Alternative Currency Term Rate Loans, 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. Not later than 11:00 a.m., two a.m. four Business Days before (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuationcontinuation of Alternative Currency Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and the Administrative Agentapplicable Lenders. Each Borrowing of, conversion to or continuation of Term SOFR Committed Loans or Alternative Currency Loans shall be in a minimum principal amount of $5,000,0005,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i1) whether the Borrower is requesting a Term A-1 Borrowing, a Term A-3 Borrowing, a Term B Borrowing, a Revolving Credit Borrowing, a Term Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Loans or Alternative Currency Term Rate Loans, (ii2) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii3) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv4) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Term Loans or Revolving Credit Loans or Term Loans are to be converted and converted, (v5) if applicable, the duration of the Interest Period with respect thereto, and (6) the currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans. Any automatic conversion ; provided that in the case of Revolving Credit a failure to timely request a continuation of Alternative Currency Term Rate Loans or Term SOFR Loans, such Loans shall be continued as Alternative Currency Term Rate Loans or Term SOFR Loans, as the case may be, in their original currency with an Interest Period of one month. Any such automatic conversion to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Term SOFR Loan or an Alternative Currency Loan. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Term Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurocurrency Rate Loans shall be made upon the Borrower’s or a Designated Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon New York City time (i) two three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Loans or of any conversion of Term SOFR Committed Loans to Base Eurocurrency Rate Loans or Daily SOFR Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate ABR Loans; provided, however, that if the Borrower or such Designated Borrower wishes to request Term SOFR Committed Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” ”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. 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 available to all of them. Not later than 11:00 a.m.12:00 noon New York City time, two three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower or the applicable Designated Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each telephonic notice by the Borrower or a Designated Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative AgentAgent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower or such Designated Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, or if the remaining amount available under the Commitments is less than $5,000,000, in multiples of $1,000,000. Except as provided in Section 2.04(c), each Each Borrowing of or conversion to Base Rate Loans and Daily SOFR ABR Loans shall be in a minimum principal amount of $500,0005,000,000 or a whole multiple of $1,000,000 in excess thereof, or if the remaining amount available under the Commitments is less than $5,000,000, in multiples of $1,000,000. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower or the applicable Designated Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower or the applicable Designated Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower or such Designated Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR LoansEurocurrency Rate Loans with an Interest Period of one month. Any such automatic conversion to Eurocurrency Rate Loans with an Interest Period of Revolving Credit Loans or Term Loans to Daily SOFR Loans one month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If the Borrower or a Designated Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Term The Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed LIBOR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) (i) two three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed LIBOR Loans or of any conversion of Term SOFR Committed Loans to Base Rate Loans or Daily SOFR LIBOR Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate ABR Loans; provided, however, that if the Borrower wishes to request Term SOFR Committed LIBOR Loans having an Interest Period other than one, three two, three, or six months or, to the extent available to all Lenders making such LIBOR Loans, nine or twelve 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. (New York City time) four (4) Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of LIBOR Loans, 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. Not later than 11:00 a.m.a.m.(New York City time), two three (3) Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of LIBOR Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each telephonic notice by the Borrower pursuant to this Section must be confirmed promptly by delivery to the Administrative AgentAgent of a written Borrowing Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Committed LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Borrowing of or conversion to ABR Loans shall be in a minimum principal amount of $5,000,000. Except as provided in Section 2.04(c), each Borrowing of 500,000 or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount whole multiple of $500,000250,000 in excess thereof. Each Committed Loan Borrowing Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Loans from one Type to another, or a continuation of Term SOFR Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Loans. Any automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.,

Borrowings, Conversions and Continuations of Loans. (ae) Each Revolving Credit Borrowing and Term Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to another, and each continuation of Term Eurodollar RateTerm SOFR Committed Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two threetwo Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term Eurodollar RateTerm SOFR Committed Loans or of any conversion of Term Eurodollar RateTerm SOFR Committed Loans from Eurodollar Rate Loans to Base Rate Loans or Daily LIBOR Floating RateDaily SOFR Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans or Daily LIBOR Floating RateDaily SOFR Loans or conversion of Base Rate Loans to Daily LIBOR Floating RateDaily SOFR Loans or Daily LIBOR Floating RateDaily SOFR Loans to Base Rate Loans; provided, however, that if the Borrower wishes to request Term Eurodollar RateTerm SOFR Committed Loans having an Interest Period other than one, three or six months 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. Not later than 11:00 a.m., two threetwo Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and the Administrative Agent. Each Borrowing of, conversion to or continuation of Term Eurodollar RateTerm SOFR Committed Loans shall be in a minimum principal amount of $5,000,000. Except as provided in Section 2.04(c), each Borrowing of or conversion to Base Rate Loans and Daily LIBOR Floating RateDaily SOFR Loans shall be in a minimum principal amount of $500,000. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Loans from one Type to another, or a continuation of Term Eurodollar RateTerm SOFR Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily LIBOR Floating RateDaily SOFR Loans. Any automatic conversion of Revolving Credit Loans or Term Loans to Daily LIBOR Floating RateDaily SOFR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Eurodollar RateTerm SOFR Committed Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term Eurodollar RateTerm SOFR Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two 2:00 p.m. (New York City time) three Business Days prior to the requested date of any Borrowing of, conversion to of Base Rate Loans to, or continuation of Term SOFR Committed Loans of, Eurodollar Rate Loans, or of any conversion of Term SOFR Committed Eurodollar Rate Loans to Base Rate Loans or Daily SOFR Loans(provided that with respect to the Term Borrowing consisting of Initial Term Loans on the Closing Date, such notice may be received by the Administrative Agent not later than 9:00 a.m. (New York City time) on the requested date of such Borrowing) and (ii) 12:00 p.m. (New York City time) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that (other than in case of any Borrowing of Eurodollar Rate Loans on the Closing Date) if the Borrower wishes to request Term SOFR Committed Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” , the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four 2:00 p.m. (New York City time) five 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. Not later than 11:00 a.m., two 10:00 a.m. (New York City time) three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each written notice by the Borrower pursuant to this Section 2.02(a) shall be delivered by the Borrower to the Administrative AgentAgent in the form of a Committed Loan Notice, and each telephone notice shall be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, in each case, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurodollar Rate Loans shall be in a minimum principal amount of $5,000,0005,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.04(cSections 2.03(c) and 2.04(b), each Borrowing of of, or conversion to to, Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,0001,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a Term Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are Tranche is to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans. Any such automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Loans Loans, shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic . Each such notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice in writing and must be received by the Administrative Agent not later than 11:00 a.m. (i) two 1:00 p.m. (New York City time) three Business Days prior to the requested date of any Borrowing of, conversion to of Base Rate Loans to, or continuation of, SOFR Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term SOFR Committed Borrowing of Base Rate Loans or of any conversion of Term SOFR Committed Loans to Base Rate Loans or Daily SOFR Loans, and (iiiii) on 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or Daily SOFR Loans or of any conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate LoansLoan; provided, however, that if the Borrower wishes to request Term a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Committed Loans having an Interest Period other than one, three or six of twelve months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” the applicable such written notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (New York City time) four Business Days prior to the requested date of such Borrowing, continuation or conversion or continuationdate, as applicable, 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. Not them (and, not later than 11:00 a.m., two 2:00 p.m. (New York City time) three (3) Business Days before the requested date of such Borrowing, continuation or conversion or continuationdate, as applicable, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders). Each notice pursuant to this Section 2.02(a) shall be delivered to the Administrative AgentAgent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Committed Loans shall be (i) in a minimum principal amount of $5,000,0001,000,000, or (ii) a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.04(c2.03(d), each Borrowing of of, or conversion to to, Base Rate Loans and Daily SOFR Loans shall be (i) in a minimum principal amount of $500,000. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Loans from one Type to another1,000,000, or a continuation of Term SOFR Committed Loans, (ii) a whole multiple of $500,000 in excess thereof. Notwithstanding the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and (v) if applicableforegoing, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Delayed Draw Term Loans shall be made asavailable in Borrowings of not less than (i) $1,000,000, or converted to(ii) if in excess thereof, Daily SOFR Loans. Any automatic conversion a whole multiple of Revolving Credit Loans or Term Loans to Daily SOFR Loans shall be effective as of $500,000 or, if less, the last day of the Interest Period unfunded Delayed Draw Commitments then in effect with respect to the applicable Term SOFR Committed Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthoutstanding.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Eurocurrency Rate Loans or Term SOFR Committed Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (i) 1:00 p.m. New York City time three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, (ii) 11:00 a.m. New York City time two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Loans or of any conversion of Term SOFR Committed Loans to Base Rate Loans or Daily to Term SOFR Loans, and (iiiii) 11:00 a.m. New York City time on the requested date of any Borrowing of Base Rate Loans or (if applicable) Daily SOFR Loans or conversion Loans; provided that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loansinitial Credit Extensions denominated in Dollars; provided, howeverfurther, that if the Borrower wishes to request Term SOFR Committed Eurocurrency Rate Loans having an Interest Period other than one week, or 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 applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., two three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each telephonic notice by the Borrower pursuant to this ‎Section 2.02(a) must be confirmed promptly by delivery to the Administrative AgentAgent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Except as provided in Section 2.14(a), (i) each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans and (ii) each Borrowing of or conversion to or 109 continuation of Term SOFR Committed Loans shall or (if applicable) Daily SOFR Loans shall, in each case, be in a minimum principal amount of $5,000,0001,000,000, or a whole multiple of $250,000 in excess thereof. Except as provided in Section 2.04(cSections ‎2.03(c), ‎2.04(c), ‎2.14(a), each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing of a particular Class, a Revolving Credit Borrowing, a Term Borrowing, a conversion of Term Loans of any Class or Revolving Credit Loans from one Type to anotherthe other, or a continuation of Eurocurrency Rate Loans or Term SOFR Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Term Loans of a Class or Revolving Credit Loans or Term Loans are to be converted (v) in the case of a Revolving Credit Borrowing, the relevant Approved Currency in which such Revolving Credit Borrowing is to be denominated and (vvi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify an Approved Currency of a Loan in a Committed Loan Notice, such Loan shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans or Term Loans shall be made as, as or converted toto (x) in the case of any Loan denominated in Dollars, Daily SOFR LoansBase Rate Loans or (y) in the case of any Loan denominated in an Approved Foreign Currency, Eurocurrency Rate Loans in the Approved Currency having an Interest Period of one month, as applicable. Any such automatic conversion of Revolving Credit to Base Rate Loans or Term Loans to Daily SOFR one-month Eurocurrency Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans or Term SOFR Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. No Loan may be converted into or continued as a Loan denominated in another Approved Currency, but instead must be prepaid in the original Approved Currency or reborrowed in another Approved Currency.

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Term Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurocurrency Rate Loans shall be made upon the Parent Borrower’s, ACUS’s, MI’s or any other applicable Tranche B Designated Subsidiary Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans denominated in Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any conversion Borrowing or continuation of Term SOFR Committed Loans to Base Eurocurrency Rate Loans denominated in Euros or Daily SOFR Loans, Sterling and (iiiii) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that if the applicable Borrower wishes to request Term SOFR Committed Eurocurrency Rate Loans having an Interest Period other than one week, one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four Business Days prior to the requested date of such BorrowingBorrowing of, conversion to or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing or continuation of Eurocurrency Rate Loans denominated in Euros or Sterling whereupon the Administrative Agent shall give prompt notice to the Appropriate affected Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not If a different Interest Period is requested, not later than 11:00 a.m., two (i) three Business Days before the requested date of such BorrowingBorrowing of, conversion to or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing or continuation of Eurocurrency Rate Loans denominated in Euros or Sterling the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and affected Lenders. Each telephonic notice by the applicable Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative AgentAgent of a written Loan Notice. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,0005,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing, a principal amount equal to the remaining available amount of the Tranche B Commitment). Except as provided in Section 2.04(c2.03(c), each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Eurocurrency Rate Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans (in their original currency) with an Interest Period of one month. Any automatic DB1/ 115371409.4 conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Loan and reborrowed in the other currency.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Benchmark Loans or Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic Eurocurrency Rate Loans denominated in Euros may not be converted into Base Rate Loans. Each such notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice in writing and must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in Euros or an Alternative Currency) (i) two three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Eurocurrency RateTerm Benchmark Loans denominated in Dollars, (ii) three Business Days prior to the requested date of any Borrowing or continuation of Term SOFR Committed Eurocurrency Rate Loans denominated in Euros or any other Alternative Currency, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Committed Eurocurrency RateTerm Benchmark Loans to Base Rate Loans or Daily SOFR Loans, denominated in Dollars and (iiiv) on one Business Day prior to the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loansdenominated in Dollars; provided, however, that if the Borrower wishes Borrowers wish to request Term SOFR Committed Eurocurrency Rate Loans in an Alternative Currency having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” ”, the applicable notice from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. four (New York City time) five 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. Not later than 11:00 a.m., two 10:00 a.m. (New York City time) three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) Borrowers whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered to the Administrative AgentAgent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers). Each Borrowing of, conversion to or continuation of Term SOFR Committed (i) Eurocurrency Rate Loans shall be in a minimum principal amount of not less than (x) €1,000,000 or a whole multiple of €1,000,000 in excess thereof if denominated in Euros, or (y) $5,000,0001,000,000 or a whole multiple of $1,000,000 in excess thereof if denominated in Dollars, or (z) a Euro Amount of €1,000,000 or a whole multiple of a Euro Amount of €1,000,000 in excess thereof if denominated in an Alternative Currency. , and (ii) Term Benchmark Loans shall be in a principal amount of not less than $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section Sections 2.03(d) and 2.04(c), each Borrowing of of, or conversion to to, Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,0001,000,000 or a whole multiple of a $1,000,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower Term Borrowers or the Revolving Borrowers, as the case may be, are requesting a Term Borrowing (and whether such Term Borrowing is requesting a Borrowing of Euro Term Loans or Dollar Term Loans), a Revolving Credit Borrowing, a Term Borrowing, a conversion of a Tranche of Term Loans or Revolving Credit Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Benchmark Loans or Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Loans. Any automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.,

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given Alight Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two 1:00 p.m. New York City time three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans or of any conversion of Term SOFR Committed Loans to Base Rate Loans or Daily SOFR to Eurocurrency Rate Loans, and (ii) 11:00 a.m. New York City time on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion Loans; provided that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loansinitial Credit Extensions denominated in Dollars; provided, howeverfurther, that if the Borrower wishes to request Term SOFR Committed Eurocurrency Rate Loans having an Interest Period other than one week, or one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 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 applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., two three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative AgentAgent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Except as provided in Section 2.14(a), each Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,0001,000,000, or a whole multiple of $250,000 in excess thereof. Except as provided in Section Sections 2.03(c), 2.04(c), 2.14(a), each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing of a particular Class, a Revolving Credit Borrowing, a Term Borrowing, a conversion of Term Loans of any Class or Revolving Credit Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Term Loans of a Class or Revolving Credit Loans or Term Loans are to be converted (v) in the case of a Revolving Credit Borrowing, the relevant Approved Currency in which such Revolving Credit Borrowing is to be denominated and (vvi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify an Approved Currency of a Loan in a Committed Loan Notice, such Loan shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans or Term Loans shall be made as, as or converted toto (x) in the case of any Loan denominated in Dollars, Daily SOFR LoansBase Rate Loans or (y) in the case of any Loan denominated in an Approved Foreign Currency, Eurocurrency Rate Loans in the Approved Currency having an Interest Period of one month, as applicable. Any such automatic conversion of Revolving Credit to Base Rate Loans or Term Loans to Daily SOFR one-month Eurocurrency Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. No Loan may be converted into or continued as a Loan denominated in another Approved Currency, but instead must be prepaid in the original Approved Currency or reborrowed in another Approved Currency. Alight Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Eurocurrency Rate Loans or Term SOFR Committed Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (i) 1:00 p.m. New York City time three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, (ii) 11:00 a.m. New York City time two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Loans or of any conversion of Term SOFR Committed Loans to Base Rate Loans or Daily to Term SOFR Loans, and (iiiii) 11:00 a.m. New York City time on the requested date of any Borrowing of Base Rate Loans or (if applicable) Daily SOFR Loans or conversion Loans; provided that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loansinitial Credit Extensions denominated in Dollars; provided, howeverfurther, that if the Borrower wishes to request Term SOFR Committed Eurocurrency Rate Loans having an Interest Period other than one week, or 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 applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., two three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each telephonic notice by the Borrower pursuant to this ‎Section 2.02(a) must be confirmed promptly by delivery to the Administrative AgentAgent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Except as provided in Section 2.14(a), (i) each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans and (ii) each Borrowing of or conversion to or continuation of Term SOFR Committed Loans shall or (if applicable) Daily SOFR Loans shall, in each case, be in a minimum principal amount of $5,000,0001,000,000, or a whole multiple of $250,000 in excess thereof. Except as provided in Section 2.04(cSections ‎2.03(c), ‎2.04(c), ‎2.14(a), each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing of a particular Class, a Revolving Credit Borrowing, a Term Borrowing, a conversion of Term Loans of any Class or Revolving Credit Loans from one Type to anotherthe other, or a continuation of Eurocurrency Rate Loans or Term SOFR Committed Loans, (ii) the requested 109 date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Term Loans of a Class or Revolving Credit Loans or Term Loans are to be converted (v) in the case of a Revolving Credit Borrowing, the relevant Approved Currency in which such Revolving Credit Borrowing is to be denominated and (vvi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify an Approved Currency of a Loan in a Committed Loan Notice, such Loan shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans or Term Loans shall be made as, as or converted toto (x) in the case of any Loan denominated in Dollars, Daily SOFR LoansBase Rate Loans or (y) in the case of any Loan denominated in an Approved Foreign Currency, Eurocurrency Rate Loans in the Approved Currency having an Interest Period of one month, as applicable. Any such automatic conversion of Revolving Credit to Base Rate Loans or Term Loans to Daily SOFR one-month Eurocurrency Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans or Term SOFR Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. No Loan may be converted into or continued as a Loan denominated in another Approved Currency, but instead must be prepaid in the original Approved Currency or reborrowed in another Approved Currency.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Loans Eurocurrency Rate Loans, shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic . Each such notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice in writing and must be received by the Administrative Agent not later than 11:00 a.m. (i) two 1:00 p.m. (New York City time) three Business Days prior to the requested date of any Borrowing of, conversion to of Base Rate Loans to, or continuation of, Eurocurrency Rate Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term SOFR Committed Borrowing of Base Rate Loans or of any conversion of Term SOFR Committed Eurocurrency Rate Loans to Base Rate Loans or Daily SOFR Loans, and (iiiii) on 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or Daily SOFR Loans or of any conversion of Base Eurocurrency Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate LoansLoan; provided, however, that if the Borrower wishes to request Term SOFR Committed a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, Eurocurrency Rate Loans having an Interest Period other than one, three or six of twelve months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” the applicable such written notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (New York City time) four Business Days prior to the requested date of such Borrowing, continuation or conversion or continuationdate, as applicable, 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. Not them (and, not later than 11:00 a.m., two 2:00 p.m. (New York City time) three (3) Business Days before the requested date of such Borrowing, continuation or conversion or continuationdate, as applicable, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders). Each notice pursuant to this Section 2.02(a) shall be delivered to the Administrative AgentAgent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans shall be (i) in a minimum principal amount of $5,000,0001,000,000, or (ii) a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.04(c2.03(d), each Borrowing of of, or conversion to to, Base Rate Loans and Daily SOFR Loans shall be (i) in a minimum principal amount of $500,000. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Loans from one Type to another1,000,000, or a continuation of Term SOFR Committed Loans, (ii) a whole multiple of $500,000 in excess thereof. Notwithstanding the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and (v) if applicableforegoing, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Delayed Draw Term Loans shall be made asavailable in Borrowings of not less than (i) $1,000,000, or converted to(ii) if in excess thereof, Daily SOFR Loans. Any automatic conversion a whole multiple of Revolving Credit Loans or Term Loans to Daily SOFR Loans shall be effective as of $500,000 or, if less, the last day of the Interest Period unfunded Delayed Draw Commitments then in effect with respect to the applicable Term SOFR Committed Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthoutstanding.

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Term Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurodollar Rate Loans shall be made upon the BorrowerBorrowing Agent’s (in the case of Revolving Loans and Domestic Term Loans) or WFS Singapore’s (in the case of Singapore Term Loans) irrevocable notice to the Administrative Agent, which may be given by (i) telephone or (ii) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (iA) two three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Eurodollar Rate Loans or of any conversion of Term SOFR Committed Eurodollar Rate Loans to Base Rate Loans or Daily SOFR Loans, and (iiB) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that if the Borrower Borrowing Agent or WFS Singapore, as applicable, wishes to request Term SOFR Committed Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon (x) 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. Not them and (y) not later than 11:00 a.m., two three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower Borrowing Agent or WFS Singapore, as applicable (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and the Administrative AgentLenders. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurodollar Rate Loans shall be in a minimum principal amount of $5,000,0005,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section Sections 2.03(d) and 2.04(c), each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice for Revolving Loans or Domestic Term Loans shall specify (i) the applicable Facility and whether the Borrower Borrowing Agent is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Loans from one Type to anotherthe other, as the case may be, under such Facility, or a continuation of Term SOFR Committed Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Loans. Any automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.,

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Term Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice; provided, further, that any Loan Notice delivered in connection with a Borrowing to be made on the Closing Date may be subject to and conditioned upon the occurrence of the Closing Date. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two 11:00 a.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans or of any conversion of Term SOFR Committed Eurocurrency Rate Loans to Base Rate Loans or Daily SOFR Loans, and (ii) 10:00 a.m. on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Committed Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans, 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. Not later than 11:00 a.m., two three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the such other requested Interest Period has been consented to by all the Appropriate Lenders and the Administrative AgentLenders. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,0001,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.04(c2.03(c), each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans. Any automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) (or in the case of the borrowing of the Initial Term Loans, the Initial U.S. Borrower and the Lux Borrower) to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic . Each such notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice in writing and must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) (i) two three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Eurocurrency Rate Loans denominated in Dollars, (ii) (x) four Business Days prior to the requested date of any Borrowing or continuation of Term SOFR Committed Eurocurrency Rate Loans denominated in Yen and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in any other Alternative Currency, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Committed Eurocurrency Rate Loans to Base Rate Loans or Daily SOFR Loans, denominated in Dollars and (iiiv) on one Business Day prior to the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loansdenominated in Dollars; provided, however, that if the Borrower wishes Borrowers wish to request Term SOFR Committed Eurocurrency Rate Loans in an Alternative Currency having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” , the applicable notice from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. four (New York City time) five 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. Not later than 11:00 a.m., two 10:00 a.m. (New York City time) three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) Borrowers whether or not the requested Interest Period has been consented to by all the Appropriate Lenders Lenders. Each notice pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers) (or in the case of the borrowing of the Initial Term Loans, the Initial U.S. Borrower and the Administrative AgentLux Borrower). Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans shall be in a minimum principal amount Dollar Amount of $5,000,0005,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Except as provided in Section Sections 2.03(d) and 2.04(c), each Borrowing of of, or conversion to to, Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount Dollar Amount of $500,0001,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is Borrowers are requesting a Term Borrowing, a Revolving Credit Borrowing, a Term Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) in the Type and Class case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans or Term to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or continued or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans or Term Loans are to be converted and (vvi) if applicable, the duration of the Interest Period with respect thereto. If If, (x) with respect to any Eurocurrency Rate Loans denominated in Dollars, the Borrower fails Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans, or Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans denominated in an Alternative Currency, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans. Any automatic conversion of , Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or Term Loans converted to, a Eurocurrency Rate Loan with an Interest Period of one month. Any such automatic conversion or continuation pursuant to Daily SOFR Loans the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic Revolving Credit Loans denominated in an Alternative Currency may not be converted into Base Rate Loans. Each such notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice in writing and must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (New York City time) (i) two three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Eurocurrency Rate Loans denominated in Dollars, (ii) four Business Days prior to the requested date of any Borrowing or continuation of Term SOFR Committed Eurocurrency Rate Loans or denominated in any Alternative Currency, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Committed Eurocurrency Rate Loans to Base Rate Loans or Daily SOFR Loans, denominated in Dollars and (iiiv) on one Business Day prior to the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loansdenominated in Dollars; provided, however, that if the Borrower wishes to request Term SOFR Committed Eurocurrency Rate Loans in an Alternative Currency having an Interest Period other than one, two, three or six months in duration (or, with respect to the Interest Period beginning on the Closing Date, an Interest Period ending on December 30, 2016) as provided in the definition of “Interest Period,” ”, the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four 12:00 p.m. (New York City time) five 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. Not later than 11:00 a.m., two 10:00 a.m. (New York City time) three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each notice by the Borrower pursuant to this Section 2.02(a) shall be delivered to the Administrative AgentAgent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans shall be in a minimum principal amount of not less than (x) of $5,000,0001,000,000 or a whole multiple of $1,000,000 in excess thereof if denominated in Dollars, (y) €1,000,000 or a whole multiple of €1,000,000 in excess thereof if denominated in Euros, or (z) a Dollar Amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof if denominated in an Alternative Currency other than Euros. Except as provided in Section Sections 2.03(d) and 2.04(c), each Borrowing of of, or conversion to to, Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,0001,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Term Borrowing (and, other than with respect to the Initial Term Loans (which shall be denominated in Dollars), whether such Term Borrowing shall be denominated in Dollars or in Euros), a Revolving Credit Borrowing, a Term Borrowing, a conversion of a Tranche of Term Loans or Revolving Credit Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) in the Type and Class case of Revolving Credit Loans, the currency in which the Revolving Credit Loans or Term to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or continued or to which an existing Tranche of Term Loans or Revolving Credit Loans or Term Loans are to be converted and converted, (vvi) if applicable, the duration of the Interest Period with respect theretothereto and (vii) the account of the Borrower to be credited with the proceeds of such Borrowing. If If, (x) with respect to any Eurocurrency Rate Loans denominated in Dollars, the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans or Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Loans. Any automatic a Eurocurrency Rate Loan denominated in 83894470_5 Dollars with an Interest Period of one month or (y) with respect to any Eurocurrency Rate Loans denominated in any Alternative Currency, the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans or Revolving Credit Loans shall be made as, or Term Loans converted to, a Eurocurrency Rate Loan denominated in such Alternative Currency with an Interest Period of one month. Any such automatic conversion or continuation pursuant to Daily SOFR Loans the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest PeriodPeriod (or fails to give a timely notice requesting a continuation of Eurocurrency Rate Loans), it will be deemed to have specified an Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurocurrency Rate Loan.

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Term Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurodollar Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Loans or of any conversion of Term SOFR Committed Loans to Base Eurodollar Rate Loans or Daily SOFR Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that if the Borrower Company wishes to request Term SOFR Committed Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such Borrowing, conversion to or continuationcontinuation of Eurodollar Rate Loans, 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. Not later than 11:00 a.m., two a.m. three (3) Business Days before the requested date of such Borrowing, conversion to or continuationcontinuation of Eurodollar Rate Loans, the Administrative Agent shall notify the Borrower Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and the Administrative AgentLenders. Each Borrowing of, conversion to or continuation of Term SOFR Committed Loans a Eurodollar Rate Loan or a Base Rate Loan shall be in a minimum principal amount of $5,000,000. Except as provided 50,000,000 or a whole multiple of $5,000,000 in Section 2.04(c)excess thereof, each Borrowing of or conversion or, with respect to Base Rate Loans and Daily SOFR Loans shall be any Borrowing, in a minimum principal amount that is equal to the total unused balance of $500,000the Commitments. Each Committed Loan Notice shall specify (i) whether the Borrower Company is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans (or Term Loans portions thereof) are to be converted converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower Company fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans. Any such automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurodollar Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it the Company will be deemed to have specified an Interest Period of one month.

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Term Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurocurrency Rate Loans shall be made upon the Borrower’s or a Designated Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon New York City time (i) two three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Loans or of any conversion of Term SOFR Committed Eurocurrency Rate Loans to Base Rate ABR Loans or Daily SOFR Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate ABR Loans; provided, however, that if the Borrower or such Designated Borrower wishes to request Term SOFR Committed Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” ”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. 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 available to all of them. Not later than 11:00 a.m.12:00 noon New York City time, two three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower or the applicable Designated Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each telephonic notice by the Borrower or a Designated Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative AgentAgent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower or such Designated Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, or if the remaining amount available under the Commitments is less than $5,000,000, in multiples of $1,000,000. Except as provided in Section 2.04(c), each Each Borrowing of or conversion to Base Rate Loans and Daily SOFR ABR Loans shall be in a minimum principal amount of $500,0005,000,000 or a whole multiple of $1,000,000 in excess thereof, or if the remaining amount available under the Commitments is less than $5,000,000, in multiples of $1,000,000. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower or the applicable Designated Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower or the applicable Designated Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower or such Designated Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR ABR Loans. Any such automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If the Borrower or a Designated Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Loan Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (i) two three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans denominated in Dollars or of any conversion of Term SOFR Committed Eurocurrency Rate Loans to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or Daily SOFR Loansdenominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Committed Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (i) four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, 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. Not later than 11:00 a.m.12:00 noon, two (i) three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative AgentAgent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,0003,000,000 or a whole multiple of $1,000,000 in excess thereof or such lesser amount as is equal to the entire unused balance of the applicable Commitment. Except as provided in Section Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000500,000 or a whole multiple of $100,000 in excess thereof or such lesser amount as is equal to the entire unused balance of the applicable Commitment. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Loan Borrowing, a Revolving Credit Borrowing, a Term Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Term Loans or Revolving Credit Loans or Term Loans are to be converted and converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) in the case of any Revolving Credit Borrowing, the currency of the Revolving Credit Loans to be borrowed. If the Borrower fails to specify a currency in a Loan Notice requesting a Revolving Credit Borrowing, then the Revolving Credit Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Revolving Credit Loan may be converted into or continued as a Revolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Credit Loan and reborrowed in the other currency.

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Term Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurocurrency Rate Loans shall be made upon the Parent Borrower’s, ACUS’s, MI’s or any other applicable Tranche B Designated Subsidiary Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans denominated in Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any conversion Borrowing or continuation of Term SOFR Committed Loans to Base Eurocurrency Rate Loans denominated in Euros or Daily SOFR Loans, Sterling and (iiiii) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that if the applicable Borrower wishes to request Term SOFR Committed Eurocurrency Rate Loans having an Interest Period other than one week, one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four Business Days prior to the requested date of such BorrowingBorrowing of, conversion to or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing or continuation of Eurocurrency Rate Loans denominated in Euros or Sterling whereupon the Administrative Agent shall give prompt notice to the Appropriate affected Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not If a different Interest Period is requested, not later than 11:00 a.m., two (i) three Business Days before the requested date of such BorrowingBorrowing of, conversion to or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing or continuation of Eurocurrency Rate Loans denominated in Euros or Sterling the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and affected Lenders. Each telephonic notice by the applicable Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative AgentAgent of a written Loan Notice. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,0005,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing, a principal amount equal to the remaining available amount of the Tranche B Commitment). Except as provided in Section 2.04(c2.03(c), each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Eurocurrency Rate Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans (in their original currency) with an Interest Period of one month. Any automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Loan and reborrowed in the other currency.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two 2:00 p.m. (New York City time) three Business Days prior to the requested date of any Borrowing of, conversion to of Base Rate Loans to, or continuation of Term SOFR Committed Loans of, Eurodollar Rate Loans, or of any conversion of Term SOFR Committed Eurodollar Rate Loans to Base Rate Loans (provided that with respect to the Term Borrowing consisting of Initial Term Loans on the Closing Date or, the Term Borrowing consisting of Term B Loans on the First Amendment Effective Date or Daily SOFR Loansthe Term Borrowing consisting of Term C Loans on the Second Amendment Effective Date, such notice may be received by the Administrative Agent not later than 9:00 a.m. (New York City time) on the requested date of such Borrowing) and (ii) 12:00 p.m. (New York City time) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that (other than in case of any Borrowing of Eurodollar Rate Loans on the Closing Date) if the Borrower wishes to request Term SOFR Committed Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” , the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four 2:00 p.m. (New York City time) five 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. Not later than 11:00 a.m., two 10:00 a.m. (New York City time) three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each written notice by the Borrower pursuant to this Section 2.02(a) shall be delivered by the Borrower to the Administrative AgentAgent in the form of a Committed Loan Notice, and each telephone notice shall be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, in each case, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurodollar Rate Loans shall be in a minimum principal amount of $5,000,0005,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.04(cSections 2.03(c) and 2.04(b), each Borrowing of of, or conversion to to, Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,0001,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a Term Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are Tranche is to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans. Any such automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Term Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed LIBOR Periodic Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed LIBOR Periodic Rate Loans or of any conversion of Term SOFR Committed LIBOR Periodic Rate Loans to Base LIBOR Daily Floating Rate Loans or any conversion of LIBOR Daily SOFR Floating Rate Loans to LIBOR Periodic Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans or LIBOR Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Floating Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Committed LIBOR Periodic Rate Loans having an Interest Period other than one, two, or 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. Not If the foregoing proviso is applicable, not later than 11:00 a.m., two three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative AgentAgent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Committed LIBOR Periodic Rate Loans shall be in a minimum principal amount of $5,000,0002.0 million or a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.04(c2.03(c), each Borrowing of or conversion to Base LIBOR Daily Floating Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Revolving Credit Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed LIBOR Periodic Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or Table of Contents converted to, LIBOR Daily SOFR Floating Rate Loans. Any such automatic conversion of Revolving Credit Loans or Term Loans to LIBOR Daily SOFR Floating Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed LIBOR Periodic Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed LIBOR Periodic Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower Representative (on behalf of the Borrowers) (or in the case of the borrowing of the Initial Term Loans, the Initial U.S. Borrower and the Lux Borrower) to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic . Each such notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice in writing and must be received by the Administrative Agent not later than 11:00 a.m. (New York City time in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) (i) two three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Eurocurrency Rate Loans denominated in Dollars, (ii) (x) four Business Days prior to the requested date of any Borrowing or continuation of Term SOFR Committed Eurocurrency Rate Loans denominated in Yen and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in any other Alternative Currency, (iii) three Business Days prior to the requested date of any conversion of Term SOFR Committed Eurocurrency Rate Loans to Base Rate Loans or Daily SOFR Loans, denominated in Dollars and (iiiv) on one Business Day prior to the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loansdenominated in Dollars; provided, however, that if the Borrower wishes Borrowers wish to request Term SOFR Committed Eurocurrency Rate Loans in an Alternative Currency having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” , the applicable notice from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 11:00 a.m. four (New York City time) five 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. Not later than 11:00 a.m., two 10:00 a.m. (New York City time) three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) Borrowers whether or not the requested Interest Period has been consented to by all the Appropriate Lenders Lenders. Each notice pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers) (or in the case of the borrowing of the Initial Term Loans, the Initial U.S. Borrower and the Administrative AgentLux Borrower). Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans shall be in a minimum principal amount Dollar Amount of $5,000,0005,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Except as provided in Section Sections 2.03(d) and 2.04(c), each Borrowing of of, or conversion to to, Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount Dollar Amount of $500,0001,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is Borrowers are requesting a Term Borrowing, a Revolving Credit Borrowing, a Term Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) in the Type and Class case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans or Term to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or continued or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans or Term Loans are to be converted and (vvi) if applicable, the duration of the Interest Period with respect thereto. If ; provided that all Additional Initial Term Loans borrowed on the Borrower fails FirstSecond Amendment Effective Date shall have the Interest Period as set forth in clause (d) of the definition of “Interest Period” herein.. If, (x) with respect to any Eurocurrency Rate Loans denominated in Dollars, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans, or Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans or (y) with respect to any Eurocurrency Rate Loans denominated in an Alternative Currency, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans. Any automatic conversion of , Specified Refinancing Revolving Loans or Revolving Credit Loans shall be made as, or Term Loans converted to, a Eurocurrency Rate Loan with an Interest Period of one month. Any such automatic conversion or continuation pursuant to Daily SOFR Loans the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, and the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan.

Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing of Revolving Credit Borrowing and Term BorrowingLoans, each conversion of Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurodollar ACTIVE 61134624v18 66 RateSOFR Loans shall be made upon the Lead Borrower’s irrevocable written notice to the Administrative Agent, Agent (which may be given by telephone delivered through the Administrative Agent’s electronic platform or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery portal), in each case prior to the Administrative Agent of a Committed Loan Noticeapplicable time specified in the immediately succeeding sentence. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (iA) two with respect to Borrowings of Eurodollar RateSOFR Loans, conversions of Eurodollar RateSOFR Loans of any Type into a Eurodollar RateSOFR Loan of another Type and each continuation of Eurodollar RateSOFR Loans, 2:00 p.m. (New York Time) three U.S. Government Securities Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion or continuation, (B) with respect to or continuation Borrowings of Term SOFR Committed Loans or of any conversion of Term SOFR Committed Loans to Base Rate Loans or Daily SOFR Loans, and 12:00 noon (iiNew York Time) on the requested date of any Borrowing the proposed Borrowing, or (C) with respect to conversions of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Eurodollar RateSOFR Loans to Base Rate Loans, 2:00 p.m. (New York Time) one Business Day prior to the requested date of such conversion; provided, however, that if the Lead Borrower wishes to request Term SOFR Committed Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (New York 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 Revolving Credit Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., two 12:00 noon (New York Time) three Business Days before prior to the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Lead Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and the Administrative AgentRevolving Credit Lenders. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurodollar RateSOFR Loans shall be in a minimum principal amount of $5,000,0001,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.04(c)Each Borrowing of, each Borrowing of or conversion to to, Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000500,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice shall specify (iI) the applicable Borrower, (II) whether the Borrower it is requesting a Borrowing of Revolving Credit Borrowing, a Term BorrowingLoans, a conversion of Revolving Credit Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurodollar RateSOFR Loans, (iiIII) the requested date of the such Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iiiIV) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (ivV) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted converted, and (vVI) if applicable, the duration of the Interest Period with respect thereto. If the Lead Borrower fails to specify a the Type of Revolving Credit Loan in a Committed Loan Notice or if the Lead Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans. Any such automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurodollar RateSOFR Loans. If the Lead Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurodollar RateSOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.. For the avoidance of doubt, this Section 2.02(a) applies to Revolving Credit Loans other than Swing Line Loans, with respect to which Section 2.04 applies. All Borrowing requests which are not made on-line via Administrative Agent’s electronic platform or portal shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) Administrative Agent’s authentication process (with results satisfactory to Administrative Agent) prior to the funding of any such requested Revolving Credit Loan. ACTIVE 61134624v18 67

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two 2:00 p.m. (New York City time) three Business Days prior to the requested date of any Borrowing of, conversion to of Base Rate Loans to, or continuation of Term SOFR Committed Loans of, Eurodollar Rate Loans, or of any conversion of Term SOFR Committed Eurodollar Rate Loans to Base Rate Loans (provided that with respect to the Term Borrowing consisting of Initial Term Loans on the Closing Date or Daily SOFR Loansthe Term Borrowing consisting of Term B Loans on the First Amendment Effective Date, such notice may be received by the Administrative Agent not later than 9:00 a.m. (New York City time) on the requested date of such Borrowing) and (ii) 12:00 p.m. (New York City time) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that (other than in case of any Borrowing of Eurodollar Rate Loans on the Closing Date) if the Borrower wishes to request Term SOFR Committed Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” , the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four 2:00 p.m. (New York City time) five 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. Not later than 11:00 a.m., two 10:00 a.m. (New York City time) three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each written notice by the Borrower pursuant to this Section 2.02(a) shall be delivered by the Borrower to the Administrative AgentAgent in the form of a Committed Loan Notice, and each telephone notice shall be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, in each case, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurodollar Rate Loans shall be in a minimum principal amount of $5,000,0005,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.04(cSections 2.03(c) and 2.04(b), each Borrowing of of, or conversion to to, Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,0001,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a Term Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are Tranche is to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans. Any such automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Term Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurodollar Rate Loans shall be made upon the BorrowerBorrower Representative’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two 2:00 p.m. (New York City time) three Business Days prior to the requested date of any Borrowing of, conversion to of Base Rate Loans to, or continuation of Term SOFR Committed Loans of, Eurodollar Rate Loans, or of any conversion of Term SOFR Committed Eurodollar Rate Loans to Base Rate Loans or Daily SOFR Loans(provided that with respect to the Revolving Credit Borrowing consisting of Initial Revolving Credit Loans on the Closing Date, such notice may be received by the Administrative Agent not later than 9:00 a.m. (New York City time) on the requested date of such Borrowing) and (ii) 12:00 p.m. (New York City time) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that (other than in case of any Borrowing of Eurodollar Rate Loans on the Closing Date) if the Borrower Representative wishes to request Term SOFR Committed Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” ”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four 2:00 p.m. (New York City time) five 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. Not later than 11:00 a.m., two 10:00 a.m. (New York City time) three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) Representative whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each written notice by the Borrower Representative pursuant to this Section 2.02(a) shall be delivered by the Borrower Representative to the Administrative AgentAgent in the form of a Committed Loan Notice, and each telephone notice shall be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, in each case, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurodollar Rate Loans shall be in a minimum principal amount of $5,000,0005,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.04(cSections 2.03(c) and 2.04(b), each Borrowing of of, or conversion to to, Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,0001,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower Representative is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Revolving Credit Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and converted, (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower Representative fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower Representative fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans. Any such automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurodollar Rate Loans. If the Borrower Representative requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing and Term Borrowing, each Swingline Borrowing, each conversion of Term Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which which, for the avoidance of doubt, may be given provided by telephone electronic mail or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticefacsimile in accordance with Section 10.02. Each such Committed Loan Notice notice must be received by the Administrative Agent (i) not later than 11:00 a.m. 1:00 p.m. three (i3) two Business Days prior to the requested date of (A) any Borrowing of, conversion to or continuation of Term SOFR Committed Eurodollar Rate Loans or of any conversion of Term SOFR Committed Eurodollar Rate Loans to Base Rate Loans or Daily SOFR Loans, (B) any Borrowing of a Base Rate Loan that is not a Swingline Loan and (ii) in the case of Swingline Loans, not later than 11:00 a.m. on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, provided that if the Borrower wishes to request Term SOFR Committed Eurodollar Rate Loans having an Interest Period other than oneone (1), two (2) or three or six (3) 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 (4) Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation (or such shorter time period as may be agreed by the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m.; provided, two Business Days before further, that with respect to a Borrowing on the requested date of Closing Date, such Borrowing, conversion or continuation, notice may be received by the Administrative Agent shall notify not later than 1:00 p.m. two (2) Business Days prior to the Borrower (which notice may be by telephone) whether Closing Date or not the requested Interest Period has been consented to by all the Appropriate Lenders and such later time as the Administrative AgentAgent may agree. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurodollar Rate Loans shall be in a minimum principal amount of $5,000,0001,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.04(c2.03(c), each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (which shall be in writing) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a Term Swingline Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Term Loans or Revolving Credit Loans or Term Loans are to be converted converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans. Any such automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Term Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurocurrency Rate Loans shall be made upon the each Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans denominated in Dollars or of any conversion of Term SOFR Committed Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or Daily SOFR Loansdenominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that if the Borrower Company wishes to request Term SOFR Committed Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (A) four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (B) five Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, 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. Not later than 11:00 a.m., two (x) three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (y) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each telephonic notice by the Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative AgentAgent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Company. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,0001,000,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Section Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000100,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and converted, (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the currency of the Loans to be borrowed. If the Borrower Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan.

Borrowings, Conversions and Continuations of Loans. (a) Each Term A-1 Borrowing, each Term A-2 Borrowing, each Term B Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurocurrency Rate Loans shall be made upon the Borrower’s 's irrevocable notice to the Administrative Agent, which may be given by telephone (i) telephone, or (ii) a Committed Loan Notice; provided that any telephonic telephone notice must be confirmed promptly immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (iA) two three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans denominated in Dollars or of any conversion of Term SOFR Committed Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (B) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or Daily SOFR Loansdenominated in Alternative Currencies, and (iiC) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Committed Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “"Interest Period,” " the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, 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. Not later than 11:00 a.m., two (i) three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and the Administrative AgentLenders. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,0005,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i1) whether the Borrower is requesting a Term A-1 Borrowing, a Term A-2 Borrowing, a Term B Borrowing, a Revolving Credit Borrowing, a Term Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurocurrency Rate Loans, (ii2) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii3) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv4) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Term Loans or Revolving Credit Loans or Term Loans are to be converted and converted, (v5) if applicable, the duration of the Interest Period with respect thereto, and (6) the currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans; provided that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.

Borrowings, Conversions and Continuations of Loans. (a) The Borrowing of Initial Term Loans shall be made upon the Borrower’s written Committed Loan Notice to the Administrative Agent, which notice may be given timely by electronic mail; provided that such notice may be conditioned on the occurrence of the Closing Date. Each Revolving Credit Borrowing and Term other Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice written Committed Loan Notice to the Administrative Agent, which may be given timely by telephone or a Committed Loan Noticeelectronic mail; provided further, that such notice may be conditioned on the occurrence of the Closing Date or any telephonic notice must be confirmed promptly by delivery transaction or other event anticipated to the Administrative Agent occur in connection therewith or other permitted use of a Committed Loan Noticeproceeds thereof. Each such Committed Loan Notice notice must be received by the Administrative Agent (as applicable) not later than 11:00 a.m. (i) two with respect to any Borrowing of Revolving Loans, (x) 1:00 p.m. New York City time on the date that is one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans (or such later date and time as the Administrative Agent may agree), and (y) 1:00 p.m. New York City time on the date that is three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans or of any conversion of Term SOFR Committed Loans to Base Rate Loans or Daily SOFR to Eurocurrency Rate Loans, and (ii) with respect to any Borrowing of Term Loans, (x) 1:00 p.m. New York City time on the date that is one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, and (y) 1:00 p.m. New York City time on the date that if the Borrower wishes to request Term SOFR Committed Loans having an Interest Period other than one, is 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 (3) Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, or in each case, such Borrowing, conversion or continuation, whereupon later time as the Administrative Agent may agree; provided that (A) the Initial Term Loans shall give prompt only require notice by 5:00 p.m. New York City time on the date that is two (2) Business Days prior to the Appropriate Lenders of Closing Date (or such request later time and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., two Business Days before the requested date of such Borrowing, conversion or continuation, as the Administrative Agent shall notify may agree), and (B) any request for a Borrowing may be contingent on consummation of any Permitted Investment or other permitted use of the proceeds thereof, as applicable. Each notice by the Borrower pursuant to this Section 2.02(a) must be given (which notice may be or confirmed promptly thereafter, as applicable) by telephone) whether or not the requested Interest Period has been consented delivery to by all the Appropriate Lenders and the Administrative AgentAgent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Except as provided in Section 2.01(a) or Section 2.14(a), each Borrowing of, conversion to or continuation of Term SOFR Committed Loans shall be in a minimum principal amount of $5,000,000. Except as provided in Section 2.04(c), each Borrowing of or conversion to Base Eurocurrency Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000, or a whole multiple of $100,000 in excess thereof. Except as provided in Section 2.14(a) or the last sentence of this paragraph, each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $500,000, or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing of Term Loans or Revolving Credit Borrowing, Loans of a Term Borrowingparticular Class, a conversion of Loans of any Class from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Term Loans of a Class or Revolving Credit Loans or Term Loans are to be converted and converted, (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) Borrower’s wire instructions. Each Swing Line Loan shall be denominated in Dollars and constitute a Base Rate Loan. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or continued as or converted to, Daily SOFR to Base Rate Loans. Any such automatic continuation or conversion of Revolving Credit Loans or Term Loans to Daily SOFR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Term Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two 2:00 p.m. (New York City time) three Business Days prior to the requested date of any Borrowing of, conversion to of Base Rate Loans to, or continuation of Term SOFR Committed Loans of, Eurodollar Rate Loans, or of any conversion of Term SOFR Committed Eurodollar Rate Loans to Base Rate Loans or Daily SOFR Loans(provided that with respect to the Term Borrowing consisting of Initial Term Loans on the Closing Date, such notice may be received by the Administrative Agent not later than 9:00 a.m. (New York City time) on the requested date of such Borrowing) and (ii) 12:00 p.m. (New York City time) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that (other than in case of any Borrowing of Eurodollar Rate Loans on the Closing Date) if the Borrower wishes to request Term SOFR Committed Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” , the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four 2:00 p.m. (New York City time) five 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. Not later than 11:00 a.m., two 10:00 a.m. (New York City time) three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each written notice by the Borrower pursuant to this Section 2.02(a) shall be delivered by the Borrower to the Administrative AgentAgent in the form of a Committed Loan Notice, and each telephone notice shall be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, in each case, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurodollar Rate Loans shall be in a minimum principal amount of $5,000,0005,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.04(c)Each Borrowing of, each Borrowing of or conversion to to, Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,0001,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are Tranche is to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans. Any such automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Term Borrowing, each Sub-Facility Borrowing, each conversion of Revolving Credit Loans and Term or Sub-Facility Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurocurrency Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that (except in the case of any telephonic notice required to be delivered to the Hong Kong Sub-Agent, which must be confirmed promptly given by delivery to the Administrative Agent of a Committed Loan Noticeemail). Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two 1:00 p.m. three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans denominated in Dollars or of any conversion of Term SOFR Committed Eurocurrency Rate Loans to Base Rate Loans, (ii) 1:00 p.m. (or, in the case of Loans or Daily SOFR Loansadministered by the Hong Kong Sub-Agent, 11:00 a.m. Hong Kong time) five (5) Business Days prior to the requested date of any Borrowing of Eurocurrency Rate Loans denominated in an Alternative Currency, and (iiiii) 1:00 p.m. on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that if the applicable Borrower wishes to request Term SOFR Committed Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent Agent, in the case of Loans denominated in Dollars, not later than 11:00 a.m. 1:00 p.m. four (4) Business Days and, in the case of Loans denominated in any Alternative Currency, 1:00 p.m. (or, in the case of Loans administered by the Hong Kong Sub-Agent, 11:00 a.m.. Hong Kong time) six (6) 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. Not In connection with any such request described in the preceding proviso, in the case of Loans denominated in Dollars, not later than 11:00 a.m., two three (3) Business Days and, in the case of Loans denominated in any Alternative Currency, 1:00 p.m. (or, in the case of Loans administered by the Hong Kong Sub-Agent, 11:00 a.m.. Hong Kong time) five (5) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each telephonic notice by the applicable Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative AgentAgent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,0005,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Revolving Credit Borrowing, a Term BorrowingSub-Facility Borrowing (and shall specify the applicable Sub-Facility), a conversion of Revolving Credit Loans or Sub-Facility Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurocurrency Rate Loans, (ii) in the case of a Sub-Facility Borrowing, whether the applicable Borrower is requesting a Local Sub-Facility Borrowing or a Non-Local Sub-Facility Borrowing, (iii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iiiiv) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (ivv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Sub-Facility Loans are to be converted converted, and (vvi) if applicable, the duration of the Interest Period and currency with respect thereto. If the applicable Borrower fails to specify a currency or Type of Loan in a Committed Loan Notice or if the such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Sub-Facility Loans shall be made as, or if denominated in Dollars converted to, Daily SOFR Loans. Any automatic conversion of Base Rate Loans and the applicable Revolving Credit Loans or Term Sub-Facility Loans denominated in an Alternative Currency shall be continued as Eurocurrency Rate Loans having an Interest Period of one month. Any such automatic conversion to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If the a Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, (i) a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, (ii) Eurocurrency Rate Loans made to any Borrower other than the Company or a Borrower that is a Domestic Subsidiary may not be converted to Base Rate Loans, (iii) Base Rate Loans may be in an aggregate amount that is equal to the entire unused balance of the Revolving Credit Commitments or that is required to finance the reimbursement of an Unreimbursed Amounts as contemplated by Section 2.03(c) and (iv) Loans which are not denominated in Dollars may be made in amounts and increments in the applicable Alternative Currency reasonably satisfactory to the Administrative Agent.

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Borrowing, the Term Loan Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans denominated in Dollars or of any conversion of Term SOFR Committed Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or Daily SOFR Loansdenominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Committed Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” ”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, 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. Not later than 11:00 a.m., two (i) three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative AgentAgent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,0005,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a the Term Loan Borrowing, a conversion of Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) if applicable, the currency of the Revolving Credit Loans to be borrowed. If the Borrower fails to specify a currency in a Loan Notice requesting a Revolving Credit Borrowing, then the Revolving Credit Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Revolving Credit Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Revolving Credit Loan may be converted into or continued as a Revolving Credit Loan denominated in a different currency, but instead must be repaid in the original currency of such Revolving Credit Loan and reborrowed in the other currency.

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Term Borrowing, each conversion of Revolving Credit Loans and Term Loans from one Type to another, and each continuation of Term SOFR Committed Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. Central time (i) two three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Loans or of any conversion of Term SOFR Committed Loans to Base Rate Loans or Daily SOFR Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Committed Loans having an Interest Period other than one, three or six months 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. Central 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. Not later than 11:00 a.m.a.m. Central time, two three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and the Administrative AgentLenders. Each Borrowing of, conversion to or continuation of Term SOFR Committed Loans shall be in a minimum principal amount of $5,000,000. Except as provided in Section 2.04(c), each Each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of of, Loans from one Type to another, or a continuation of Term SOFR Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Loans. Any automatic conversion of Revolving Credit Loans or Term SOFR Loans to Daily SOFR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable such Term SOFR Committed Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing and Term Borrowing, each conversion of Revolving Credit Loans and Term Loans any Borrowing from one Type to anotherthe other, and each continuation of Term SOFR Committed Loans shall any Eurodollar Rate Borrowing will be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone telephone. Each such notice must be received by the Administrative Agent not later than (i) 12:00 noon, New York City time, three (3) Business Days prior to the requested date of any Borrowing of, or a Committed Loan Noticeconversion to or continuation of, Eurodollar Rate Loans and (ii) 10:00 a.m., New York City time, on the requested date of any Borrowing of, or conversion to, Base Rate Loans; provided that if the applicable Borrower specifies a Pre-Funding Date in any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each , then such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two Business Days prior to the requested date of any Borrowing of10:00 a.m., conversion to or continuation of Term SOFR Committed Loans or of any conversion of Term SOFR Committed Loans to Base Rate Loans or Daily SOFR LoansNew York City time, and (ii) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate LoansPre-Funding Date; provided, however, provided further that if the applicable Borrower wishes to request Term SOFR Committed Loans a Eurodollar Rate Borrowing having an Interest Period other than one, three or six months one month 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. 12:00 noon, New York City time, four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall will give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m.12:00 noon, two New York City time, three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall will notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders. Each telephonic notice by the applicable Borrower pursuant to this Section 2.02(a) must be confirmed promptly by hand delivery, fax or e-mail to the Administrative AgentAgent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably in accordance with their respective Commitments. Each Borrowing ofinitially shall be of the Type specified in the applicable Loan Notice and, in the case of a Eurodollar Rate Borrowing, each Borrowing shall have an initial Interest Period as specified in such applicable Loan Notice. Thereafter, the applicable Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a Eurodollar Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.02(a). A Borrower may elect different conversion or continuation options with respect to different portions of the affected Borrowing (and all references herein to conversion or continuation of Term SOFR Committed a Borrowing shall be understood to include any such election of different options with respect thereto), in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. At the commencement of each Interest Period for any Eurodollar Rate Borrowing, such Borrowing shall be in a minimum principal amount of $5,000,0005,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.04(c)At the Closing Date, each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans Borrowing shall be in a minimum principal amount of $500,0005,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Loan Notice shall (whether telephonic or written) will specify (i) whether the applicable Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Loans any Borrowing from one Type to anotherthe other, or a continuation of Term SOFR Committed Loansany Eurodollar Rate Borrowing, (ii) the requested date of the such Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), and if applicable, the anticipated Closing Date and the requested Pre-Funding Date, (iii) the aggregate principal amount of Revolving Credit Loans or Term Loans to be borrowed, borrowed or the existing Borrowing that is to be converted or continuedcontinued (and, if different conversion or continuation options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing), (iv) the Type and Class of Revolving Credit Loans or Term Loans to each requested resulting Borrowing, provided that if any Loan Notice specifies a Pre-Funding Date, then the requested Borrowing shall initially be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and a Base Rate Borrowing, (v) if applicable, the duration of the Interest Period with respect theretoto each requested resulting Eurodollar Rate Borrowing and (vi) if applicable, the location and number of the account to which funds are to be disbursed, which account shall be located in New York City, Switzerland or another jurisdiction acceptable to the Administrative Agent. If the applicable Borrower fails to specify a Type of Loan the requested Loans in a Committed Loan Notice or if Notice, then the applicable Loans will be made as Base Rate Loans. If the applicable Borrower fails to give a timely notice requesting a conversion or continuationcontinuation of any Eurodollar Rate Borrowing, then the applicable Revolving Credit Loans or Term Loans shall such Eurodollar Rate Borrowing will be made as, or converted to, Daily SOFR Loans. Any automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Loans shall be effective as of the last day of the continued with an Interest Period then in effect with respect to the applicable Term SOFR Committed Loansof one month. If the applicable Borrower requests a Borrowing of, or conversion to, to or continuation of Term SOFR Committed of, Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Borrowings, Conversions and Continuations of Loans. (a) Each Term A-1 Borrowing, each Term A-2 Borrowing, each Term B Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone (i) telephone, or (ii) a Committed Loan Notice; provided that any telephonic telephone notice must be confirmed promptly immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (iA) two three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans denominated in Dollars or of any conversion of Term SOFR Committed Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (B) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or Daily SOFR Loansdenominated in Alternative Currencies, and (iiC) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Committed Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, 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. Not later than 11:00 a.m., two (i) three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and the Administrative AgentLenders. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,0005,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i1) whether the Borrower is requesting a Term A-1 Borrowing, a Term A-2 Borrowing, a Term B Borrowing, a Revolving Credit Borrowing, a Term Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurocurrency Rate Loans, (ii2) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii3) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv4) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Term Loans or Revolving Credit Loans or Term Loans are to be converted and converted, (v5) if applicable, the duration of the Interest Period with respect thereto, and (6) the currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans; provided that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Term SOFR Committed Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice by the applicable Borrower or the Lead Borrower on its behalf or on behalf of any other Borrower to the Administrative Agent, which may be given by by: (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (or such later time on such date acceptable to the Administrative Agent) (i) two three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans denominated in Dollars or of any conversion of Term SOFR Committed Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four (4) Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or Daily SOFR Loansdenominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Committed Eurocurrency Rate Loans having an Interest Period other than oneone (1), two (2), three (3) or six (6) 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. (or such later time on such date acceptable to the Administrative Agent) (i) four (4) Business Days prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five (5) Business Days prior to the requested date of such Borrower, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, 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; provided further, that any notice in respect of the Borrowers to occur on the Third Restatement Date may be given on the Business Day prior to the Third Restatement Date. Not later than 11:00 a.m., two (i) three (3) Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and Lenders, to the extent such consent is required. Each telephonic notice by the Lead Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative AgentAgent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower or the Lead Borrower on its behalf or on behalf of any other Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Committed Eurocurrency Rate Loans shall be in a minimum principal amount of the Dollar Equivalent of $5,000,000500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Except as provided in Section Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of the Dollar Equivalent of $500,000500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is Borrowers are requesting a Term Borrowing, a Revolving Credit Borrowing, a Term Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to anotherthe other, or a continuation of Term SOFR Committed Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Term Loans or Revolving Credit Loans or Term Loans are to be converted and converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Loans to be Borrowed. If the Borrower fails Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails fail to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one (1) month. Any such automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Eurocurrency Rate Loans. If the Borrower requests Borrowers request a Borrowing of, conversion to, or continuation of Term SOFR Committed Eurocurrency Rate Loans in any such Committed Loan Notice, but fails fail to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency. For the avoidance of doubt, any communications with the German Borrower shall be made via electronic mail.

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans or Revolving Credit Loans and Term Loans from one Type to anotherthe other, and each continuation of Eurocurrency Rate Loans or, XXXXX Rate Loans or Term SOFR Committed Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two 1:00 p.m. New York City time three Business Days prior to the requested date of any Borrowing ofor continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, in each case other than Eurocurrency Rate Loans denominated in Yen, (ii) 1:00 p.m. New York City time five Business Days prior to the requested date of any Borrowing or continuation of XXXXX Xxxx Loans denominated in Yen or any conversion of Base Rate Loans to XXXXX Xxxx Loans denominated in Yen, (iii) 1:00 p.m. New York City time four Business Days prior to the requested date of any Borrowing or continuation of XXXXX Xxxx Loans denominated in Sterling or any conversion of Base Rate Loans to XXXXX Xxxx Loans denominated in Sterling and, (iv) 11:00 a.m. New York City Time three Business Days prior to the requested date of any Borrowing or continuation of Term SOFR Committed Loans or of any conversion of Term SOFR Committed Loans to Base Rate Loans or Daily to Term SOFR Loans, Loans and (iiv) 12:00 noon New York City time on the requested date of any Borrowing of Base Rate Loans or (if applicable) Daily SOFR Loans or conversion of Base Rate Loans to Daily SOFR Loans or Daily SOFR Loans to Base Rate Loans; provided, however, provided that if the Borrower wishes notice referred to request Term SOFR Committed Loans having an Interest Period other in subclause (i) above may be delivered (x) no later than one, three or six months in duration as provided one (1) Business Day prior to the Closing Date in the definition case of “Interest Period,” the applicable notice must initial Credit Extensions denominated in Dollars and (y) such shorter period of time as may be received agreed to by the Administrative Agent not later than 11:00 a.m. four Business Days prior to in the requested date case 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. Not later than 11:00 a.m., two Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders and the Administrative Agent. Each Borrowing of, conversion to or continuation of Term SOFR Committed Loans shall be in a minimum principal amount of $5,000,000. Except as provided in Section 2.04(c), each Borrowing of or conversion to Base Rate Loans and Daily SOFR Loans shall be in a minimum principal amount of $500,000. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Loans from one Type to another, or a continuation of Term SOFR Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans or Initial B-3 Dollar Term Loans to be borrowed, converted or continued, (iv) on the Type and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect theretoAmendment No. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be made as, or converted to, Daily SOFR Loans. Any automatic conversion of Revolving Credit Loans or Term Loans to Daily SOFR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Committed Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.4