Common use of Request for Borrowing Clause in Contracts

Request for Borrowing. Except with respect to Swingline Loans which are addressed in Section 2.07, each Borrowing, each conversion of Daily SOFR Loans or Term SOFR Loans or Base Rate Loans from one Type of Syndicated Loan to another, and each continuation of Term SOFR Loans shall be made upon the applicable Borrower Party’s irrevocable written notice to Administrative Agent. Unless otherwise agreed by Administrative Agent, each such notice must be received by Administrative Agent not later than 11:00 a.m. at least: (i) three (3) Business Days prior to the requested date of any Borrowing other than for a Base Rate Loan or Daily SOFR Loan; (ii) three (3) Business Days prior to the conversion of Base Rate Loans to another Type of Syndicated Loan or the continuation of Term SOFR Loans; and (iii) one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or of any conversion of Daily SOFR Loans or Term SOFR Loans to Base Rate Loans. Each Loan Notice shall specify: (A) whether the Borrower Party is requesting a Borrowing, a conversion of a Daily SOFR Loan, Term SOFR Loan or Base Rate Loan to another Type of Syndicated Loan, or a continuation of Term SOFR Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day, the “Loan Date”); (C) the principal amount of Syndicated Loans to be borrowed, converted or continued; (D) if any portion of such Borrowing is not to be funded by a Conduit Lender through the issuance of Commercial Paper, whether such portion of such Borrowing is to be funded instead as a Base Rate Loan, Daily SOFR Loan or Term SOFR Loan (it being understood that if any Conduit Lender elects to fund any portion of a Loan through its Liquidity Provider, such Conduit Lender’s Funding Agent shall determine whether such portion shall bear interest based on the Daily Simple SOFR, Adjusted Term SOFR Rate or the Base Rate for the period prior to the time such portion of such Loan is funded through the issuance of Commercial Paper); (E) the Type of Syndicated Loans to which any existing Daily SOFR Loans, Term SOFR Loans or Base Rate Loans are to be converted; and (F) to which account the proceeds of such Borrowing, conversion or continuation should be directed. If a Borrower Party fails to give a timely notice 4857-3757-1665 v.17 requesting a continuation of a Term SOFR Loan, then the applicable Loan shall be continued as a Term SOFR Loan with an Interest Period of one month, and such continuation shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loan. If a Borrower Party fails to specify an Interest Period with respect to a Term SOFR Loan, it will be deemed to have specified an Interest Period of one month.

Request for Borrowing. Except with respect to Swingline Loans which are addressed in Section 2.07, each Each Borrowing, each conversion of Daily SOFR Loans or Term SOFR Loans or Base Rate Loans from one Type of Syndicated Loan to anotherthe other, and each continuation of Term SOFR RFR Rate Loans shall be made upon the applicable Borrower Partya Borrower’s irrevocable written notice to Administrative Agent, which may be given by telephone or by electronic mail pursuant to, and in accordance with the terms of this Credit Agreement. Unless otherwise agreed by Administrative Agent, each Each such notice must be received by Administrative Agent not later than 11:00 a.m. 1:00 p.m. at least: (i) three (3) Business Days prior to the requested date of any Borrowing other than for a of, conversion to or continuation of RFR Rate Loans or of any conversion of RFR Rate Loans to Alternate Base Rate Loan or Daily SOFR LoanLoans; (ii) three (3) Business Days (or four (4) Business Days, in the case of Loans denominated in Special Notice Currencies) prior to the requested date of any Borrowing of, conversion of Base Rate Loans to another Type of Syndicated Loan or the continuation of Term SOFR LoansLoans denominated in any Alternative Currency; and (iii) 1:00 p.m. one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or of any conversion of Daily SOFR Loans or Term SOFR Loans to Alternate Base Rate Loans. Each telephonic notice by the Borrower pursuant to (a) must be confirmed promptly by delivery to Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of the Borrower). Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower Party is requesting a Borrowing, a conversion of a Daily SOFR Loan, Term SOFR Loan or Base Rate Loans from one Type of Loan to another Type of Syndicated Loanthe other, or a continuation of Term SOFR RFR Rate Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day, the “Loan Date”); (C) the principal amount of Syndicated Loans to be borrowed, converted or continued; (D) if any portion of such Borrowing is not to be funded by a Conduit Lender through the issuance of Commercial Paper, whether such portion of such Borrowing is to be funded instead as a Base Rate Loan, Daily SOFR Loan or Term SOFR Loan (it being understood that if any Conduit Lender elects to fund any portion of a Loan through its Liquidity Provider, such Conduit Lender’s Funding Agent shall determine whether such portion shall bear interest based on the Daily Simple SOFR, Adjusted Term SOFR Rate or the Base Rate for the period prior to the time such portion of such Loan is funded through the issuance of Commercial Paper); (E) the Type of Syndicated Loans to be borrowed or to which any existing Daily SOFR Loans, Term SOFR Loans or Base Rate Loans are to be converted; and (E) if applicable, the duration of the Interest Period with respect thereto; (F) to which account the proceeds of such Borrowing, conversion or continuation should be directed; (G) the applicable Borrower(s) and Fund Group(s) (and, in the case of a Borrowing by a Qualified Borrower, the identity of the Borrower(s) that will guaranty such Borrowing); (H) whether such Loan shall be denominated in Dollars or an Alternative Currency; and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Down. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower Party fails to give a timely notice 4857-3757-1665 v.17 requesting a continuation of a Term SOFR Loanconversion or continuation, then the applicable Loan Loans shall be continued as a Term SOFR Loan with an Interest Period of one monthmade as, and or converted to, RFR Rate Loans. Any such continuation automatic conversion to RFR Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loan. If a Alternate Base Rate Loans, it being understood that the Borrower Party fails may cause any Alternate Base Rate Loans to specify be converted to RFR Rate Loans at the end of an Interest Period with respect upon three (3) Business Days prior written notice, and subject to a Term SOFR Loan, it will the requirements set forth in this Agreement. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 7.01 and 7.02 have specified an Interest Period been satisfied on and as of one monththe date of the applicable Borrowing, conversion or continuation.

Request for Borrowing. Except with respect to Swingline Loans which are addressed in Section 2.07, each Borrowing, each conversion of Daily SOFR Loans or Term SOFR Loans or Base Rate Loans from one Type of Syndicated Loan to another, and each continuation of Term SOFR Loans shall be made upon the applicable Borrower Party’s irrevocable written notice to Administrative Agent. Unless otherwise agreed by Administrative Agent, each such notice must be received by Administrative Agent not later than 11:00 a.m. at least: (i) three (3) Business Days prior to the requested date of any Borrowing other than for a Base Rate Loan or Daily SOFR Loan; (ii) three (3) Business Days prior to the conversion of Base Rate Loans to another Type of Syndicated Loan or the continuation of Term SOFR Loans; and (iii) one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or of any conversion of Daily SOFR Loans or Term SOFR Loans to Base Rate Loans. Each Loan Notice shall specify: (A) whether the Borrower Party is requesting a Borrowing, a conversion of a Daily SOFR Loan, Term SOFR Loan or Base Rate Loan to another Type of Syndicated Loan, or a continuation of Term SOFR Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day, the “Loan Date”); (C) the principal amount of Syndicated Loans to be borrowed, converted or continued; (D) if any portion of such Borrowing is not to be funded by a Conduit Lender through the issuance of Commercial Paper, whether such portion of such Borrowing is to be funded instead as a Base Rate Loan, Daily SOFR Loan or Term SOFR Loan (it being understood that if any Conduit Lender elects to fund any portion of a Loan through its Liquidity Provider, such Conduit Lender’s Funding Agent shall determine whether such portion shall bear interest based on the Daily Simple SOFR, Adjusted Term SOFR Rate or the Base Rate for the period prior to the time such portion of such Loan is funded through the issuance of Commercial Paper); (E) the Type of Syndicated Loans to which any existing Daily SOFR Loans, Term SOFR Loans or Base Rate Loans are to be converted; and (F) to which account the proceeds of such Borrowing, conversion or continuation should be directed. If a Borrower Party fails to give a timely notice 4857-3757-1665 v.17 requesting a continuation of a Term SOFR Loan, then the applicable Loan shall be continued as a Term SOFR Loan with an Interest Period of one (1) month, and such continuation shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loan. If a Borrower Party fails to specify an Interest Period with respect to a Term SOFR Loan, it will be deemed to have specified an Interest Period of one (1) month.

Request for Borrowing. Except with respect to Swingline Loans which are addressed in Section 2.07, each Each Borrowing, each conversion of Daily SOFR Loans or Term SOFR Loans or Base Rate Loans from one Type of Syndicated Loan to anotheranother Type of Loan, and each continuation of Term SOFR Loans a LIBOR Rate Loan shall be made upon the applicable Borrower Party’s irrevocable written notice to Administrative AgentAgent (a “Request for Borrowing”), which may be given by telephone. Unless otherwise agreed by Administrative Agent, each such notice must be received by Administrative Agent not later than 11:00 a.m. at leastEach notice: (i) shall be furnished to the Administrative Agent no later than 2:00 p.m. (x) on the requested date of Borrowing in the case of a Base Rate Loan, provided that, any such Loans shall not exceed the Daily Borrowing Sublimit, or one (1) Business Day prior to the requested date of Borrowing for any Base Rate Loans in excess of the Daily Borrowing Sublimit, (y) at least three (3) Business Days prior to the requested date of any Borrowing other than for in the case of a Base LIBOR Rate Loan or Daily SOFR Loan; and (ii) three must specify: (3w) Business Days prior the amount of such Borrowing; (x) the Interest Option if such Loan is to be funded in Dollars; (y) the conversion of Base Rate Loans to another Type of Syndicated Loan or the continuation of Term SOFR LoansInterest Period therefor, if applicable; and (iiiz) one (1) Business Day prior to the requested date of any Borrowing such Borrowing, which shall be a Business Day. Each telephonic notice by a Borrower Party pursuant to this Section 2.02(a) must be confirmed promptly by delivery to Administrative Agent of Base Rate Loans or Daily SOFR Loans or a written Loan Notice, appropriately completed and signed by a Responsible Officer of any conversion of Daily SOFR Loans or Term SOFR Loans to Base Rate Loanssuch Borrower Party. Each Loan Notice (whether telephonic or written) shall be delivered together with a Borrowing Base Certificate, and shall specify: (A) whether the Borrower Party is requesting a Borrowing, a conversion of a Daily SOFR Loan, Term SOFR Loan or Base Rate Loans from one Type of Loan to another Type of Syndicated Loanthe other, or a continuation of Term SOFR LIBOR Rate Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day, the “Loan Date”); (C) the principal amount of Syndicated Loans to be borrowed, converted or continued; (D) if any portion of such Borrowing is not to be funded by a Conduit Lender through the issuance of Commercial Paper, whether such portion of such Borrowing is to be funded instead as a Base Rate Loan, Daily SOFR Loan or Term SOFR Loan (it being understood that if any Conduit Lender elects to fund any portion of a Loan through its Liquidity Provider, such Conduit Lender’s Funding Agent shall determine whether such portion shall bear interest based on the Daily Simple SOFR, Adjusted Term SOFR Rate or the Base Rate for the period prior to the time such portion of such Loan is funded through the issuance of Commercial Paper); (E) the Type of Syndicated Loans to be borrowed or to which any existing Daily SOFR Loans, Term SOFR Loans or Base Rate Loans are to be converted; (E) if applicable, the duration of the Interest Period with respect thereto; and (F) to which account the proceeds of such Borrowing, conversion or continuation Borrowing should be directed. If a Borrower Party fails to specify a Type of Loan in a Loan Notice or if a Borrower Party fails to give a timely notice 4857-3757-1665 v.17 requesting a continuation of a Term SOFR Loancontinuation, then the applicable Loan Loans shall be made or continued as a Term SOFR Loan with an Interest Period of one month, and such continuation shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR LoanBase Rate Loans. If a Borrower Party requests a Borrowing of, conversion to, or continuation of LIBOR Rate Loans in any such Loan Notice, but fails to specify an Interest Period with respect to a Term SOFR LoanPeriod, it will be deemed to have specified an Interest Period of one month.

Request for Borrowing. Except with respect to Swingline Loans which are addressed in Section 2.07, each Each Borrowing, each conversion of Daily SOFR Loans or Term SOFR Loans or Base Rate Loans from one Type of Syndicated Loan to anotherthe other, and each continuation of Term SOFR RFR Rate Loans shall be made upon the applicable Borrower Partya Borrower’s irrevocable written notice to Administrative Agent, which may be given by telephone or by electronic mail pursuant to, and in accordance with the terms of this Credit Agreement. Unless otherwise agreed by Administrative Agent, each Each such notice must be received by Administrative Agent not later than 11:00 a.m. 1:00 p.m. at least: (i) three (3) Business Days prior to the requested date of any Borrowing other than for a of, conversion to or continuation of RFR Rate Loans or of any conversion of RFR Rate Loans to Alternate Base Rate Loan or Daily SOFR LoanLoans; and (ii) three (3) Business Days (or four (4) Business Days, in the case of Loans denominated in Special Notice Currencies) prior to the requested date of any Borrowing of, conversion of Base Rate Loans to another Type of Syndicated Loan or the continuation of Term SOFR LoansLoans denominated in any Alternative Currency; and (iii) 1:00 p.m. one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or of any conversion of Daily SOFR Loans or Term SOFR Loans to Alternate Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.03 (a) must be confirmed promptly by delivery to Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of B▇▇▇▇▇▇▇ (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of the Borrower). Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower Party is requesting a Borrowing, a conversion of a Daily SOFR Loan, Term SOFR Loan or Base Rate Loans from one Type of Loan to another Type of Syndicated Loanthe other, or a continuation of Term SOFR RFR Rate Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day, the “Loan Date”); (C) the principal amount of Syndicated Loans to be borrowed, converted or continued; (D) if any portion of such Borrowing is not to be funded by a Conduit Lender through the issuance of Commercial Paper, whether such portion of such Borrowing is to be funded instead as a Base Rate Loan, Daily SOFR Loan or Term SOFR Loan (it being understood that if any Conduit Lender elects to fund any portion of a Loan through its Liquidity Provider, such Conduit Lender’s Funding Agent shall determine whether such portion shall bear interest based on the Daily Simple SOFR, Adjusted Term SOFR Rate or the Base Rate for the period prior to the time such portion of such Loan is funded through the issuance of Commercial Paper); (E) the Type of Syndicated Loans to be borrowed or to which any existing Daily SOFR Loans, Term SOFR Loans or Base Rate Loans are to be converted; and (E) if applicable, the duration of the Interest Period with respect thereto; (F) to which account the proceeds of such Borrowing, conversion or continuation should be directed; (G) the applicable Borrower(s) and Fund Group(s) (and, in the case of a Borrowing by a Qualified Borrower, the identity of the Borrower(s) that will guaranty such Borrowing); (H) whether such Loan shall be denominated in Dollars or an Alternative Currency[reserved]; and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Down. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower Party fails to give a timely notice 4857-3757-1665 v.17 requesting a continuation of a Term SOFR Loanconversion or continuation, then the applicable Loan Loans shall be continued as a Term SOFR Loan with an Interest Period of one monthmade as, and or converted to, RFR Rate Loans. Any such continuation automatic conversion to RFR Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loan. If a Alternate Base Rate Loans, it being understood that the Borrower Party fails may cause any Alternate Base Rate Loans to specify be converted to RFR Rate Loans at the end of an Interest Period with respect upon three (3) Business Days prior written notice, and subject to a Term SOFR Loan, it will the requirements set forth in this Agreement. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 7.01 and 7.02 have specified an Interest Period been satisfied on and as of one monththe date of the applicable Borrowing, conversion or continuation.

Request for Borrowing. Except with respect to Swingline Loans which are addressed in Section 2.07, each Each Borrowing, each conversion of Daily SOFR Loans or Term SOFR Loans or Base Rate Loans from one Type of Syndicated Loan to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the applicable Borrower Party’s Borrowers’ irrevocable written notice to Administrative Agent. Unless otherwise agreed by the Administrative Agent, each which may be given by email. Each such notice must be received by the Administrative Agent not later than (i) 11:00 a.m. at least: least (iA) three (3) Business Days prior to the requested date of any Borrowing other than for a Base Rate Loan of, conversion to or Daily SOFR Loan; (ii) three (3) Business Days prior to the conversion of Base Rate Loans to another Type of Syndicated Loan or the continuation of Term SOFR Loans; Loans or of any conversion of Term SOFR Loans to Alternate Base Rate Loans and (iiiii) 11:00 a.m. at least one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or of any conversion of Daily SOFR Loans or Term SOFR Loans to Alternate Base Rate Loans. Each emailed notice by any Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowers (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible USActive 60330059.19 -45- Officer of the Borrowers), unless otherwise agreed by the Administrative Agent. Each Loan Notice (whether emailed or written) shall specify: (A) whether the Borrower Party is Borrowers are requesting a Borrowing, a conversion of a Daily SOFR Loan, Term SOFR Loan or Base Rate from one Type of Loan to another Type of Syndicated Loanthe other, or a continuation of a Term SOFR LoansLoan; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day, the “Loan Date”); (C) the principal amount of Syndicated Loans the Loan to be borrowed, converted or continued; (D) if any portion the Type of such Borrowing is not Loan to be funded by a Conduit Lender through the issuance of Commercial Paper, whether such portion of such Borrowing borrowed or to which existing Loan is to be funded instead as a Base Rate Loan, Daily SOFR Loan or Term SOFR Loan (it being understood that if any Conduit Lender elects to fund any portion of a Loan through its Liquidity Provider, such Conduit Lender’s Funding Agent shall determine whether such portion shall bear interest based on the Daily Simple SOFR, Adjusted Term SOFR Rate or the Base Rate for the period prior to the time such portion of such Loan is funded through the issuance of Commercial Paper)converted; (E) the Type of Syndicated Loans to which Interest Period for any existing Daily SOFR Loans, Term SOFR Loans or Base Rate Loans are to be convertedLoan; (F) [reserved]; and (FG) to which account the proceeds of such Borrowing, conversion or continuation should be directed. If the Borrowers fail to specify a Borrower Party fails Type of Loan in a Loan Notice or if the Borrowers fail to give a timely notice 4857-3757-1665 v.17 requesting a continuation of a Term SOFR Loanconversion, then the applicable Loan shall be continued as made as, or converted to, a Term SOFR Loan. Any such automatic conversion to a Term SOFR Loan with an Interest Period of one month, and such continuation shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loan. If the Borrowers fail to give timely notice requesting a Borrower Party fails to specify an Interest Period with respect to a continuation of Term SOFR LoanLoans, it will then such Term SOFR Loan shall be automatically renewed with the same Interest Period. Each Loan Notice submitted by the Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 7.01 and 7.02 have specified an Interest Period been satisfied on and as of one monththe date of the applicable Borrowing, conversion or continuation.

Request for Borrowing. Except with respect to Swingline Loans which are addressed in Section 2.07, each Borrowing, Each Borrowing and each conversion of Daily SOFR Loans or Term SOFR Loans or Base Rate Loans from one Type of Syndicated Loan to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the applicable Borrower Party’s Borrowers’ irrevocable written notice to Administrative Agent. Unless otherwise agreed by the Administrative Agent, each which may be given by email. Each such notice must be received by the Administrative Agent not later than (i) 11:00 a.m. at least: least (iA) three two (32) Business Days prior to the requested date of any Borrowing other than for of, conversion of or continuation of, a Base Rate Loan or Daily Term SOFR Loan; , and (ii) three (3) Business Days prior to the conversion of Base Rate Loans to another Type of Syndicated Loan or the continuation of Term SOFR Loans; and (iii) at least one (1) Business Day prior to the requested date of any Borrowing of or continuation of, an AlternativeAlternate Base Rate Loans or Daily SOFR Loans or Loan. Each emailed notice by any Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of any conversion a written Loan Notice, appropriately completed and signed by a Responsible Officer of Daily SOFR Loans or Term SOFR Loans to Base Rate Loansthe Borrowers (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of the Borrowers), unless otherwise agreed by the Administrative Agent. Each Loan Notice (whether emailed or written) shall specify: (A) whether the Borrower Party is Borrowers are requesting a Borrowing, a conversion of a Daily SOFR Loan, Term SOFR Loan or Base Rate from one Type of Loan to another Type of Syndicated Loanthe other, or a continuation of Term SOFR Loansa Loan; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day, the “Loan Date”); (C) the principal amount of Syndicated Loans the Loan to be borrowed, converted or continued; (D) if any portion the Type of such Borrowing is not Loan to be funded by a Conduit Lender through the issuance of Commercial Paper, whether such portion of such Borrowing borrowed or to which existing Loan is to be funded instead as a Base Rate Loan, Daily SOFR Loan or Term SOFR Loan (it being understood that if any Conduit Lender elects to fund any portion of a Loan through its Liquidity Provider, such Conduit Lender’s Funding Agent shall determine whether such portion shall bear interest based on the Daily Simple SOFR, Adjusted Term SOFR Rate or the Base Rate for the period prior to the time such portion of such Loan is funded through the issuance of Commercial Paper)converted; (E) the Type of Syndicated Loans to which Interest Period for any existing Daily SOFR Loans, Term SOFR Loans or Loan; (F) if the requested Loan is an AlternativeAlternate Base Rate Loans are Loan, whether such Loan shall be converted to be converted; a Term SOFR Loan on the date falling one (1) Business Day after repayment of such AlternativeAlternate Base Rate Loan is due and (FG) to which account the proceeds of such Borrowing, conversion or continuation should be directed. If the Borrowers fail to specify a Borrower Party fails to give Type of Loan in a timely notice 4857-3757-1665 v.17 requesting a continuation of a Term SOFR LoanLoan Notice, then the applicable Loan shall be made as an Alternate Base Rate Loan. During the existence of a Potential Default or an Event of Default, no Loans may be requested as, converted to or continued as a Term SOFR Loan with an Interest Period of one month, and such continuation shall be effective as without the consent of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loan. If a Borrower Party fails to specify an Interest Period with respect to a Term SOFR Loan, it will be deemed to have specified an Interest Period of one monthRequired Lenders.

Request for Borrowing. Except with respect to Swingline Loans which are addressed in Section 2.07, each Borrowing, Each Borrowing and each conversion of Daily SOFR Loans or Term SOFR Loans or Base Rate Loans from one Type of Syndicated Loan to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the applicable Borrower Party’s Borrowers’ irrevocable written notice to Administrative Agent. Unless otherwise agreed by the Administrative Agent, each which may be given by email. Each such notice must be received by the Administrative Agent not later than (i) 11:00 a.m. at least: least (iA) three two (32) Business Days prior to the requested date of any Borrowing other than for of, conversion of or continuation of, a Base Rate Loan or Daily Term SOFR Loan; , and (ii) three (3) Business Days prior to the conversion of Base Rate Loans to another Type of Syndicated Loan or the continuation of Term SOFR Loans; and (iii) at least one (1) Business Day prior to the requested date of any Borrowing of or continuation of, an Alternative Base Rate Loans or Daily SOFR Loans or Loan. Each emailed notice by any Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of any conversion a written Loan Notice, appropriately completed and signed by a Responsible Officer of Daily SOFR Loans or Term SOFR Loans to Base Rate Loansthe Borrowers (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of the Borrowers), unless otherwise agreed by the Administrative Agent. Each Loan Notice (whether emailed or written) shall specify: (A) whether the Borrower Party is Borrowers are requesting a Borrowing, a conversion of a Daily SOFR Loan, Term SOFR Loan or Base Rate from one Type of Loan to another Type of Syndicated Loanthe other, or a continuation of Term SOFR Loansa Loan; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day, the “Loan Date”); (C) the principal amount of Syndicated Loans the Loan to be borrowed, converted or continued; (D) if any portion the Type of such Borrowing is not Loan to be funded by a Conduit Lender through the issuance of Commercial Paper, whether such portion of such Borrowing borrowed or to which existing Loan is to be funded instead as a Base Rate Loan, Daily SOFR Loan or Term SOFR Loan (it being understood that if any Conduit Lender elects to fund any portion of a Loan through its Liquidity Provider, such Conduit Lender’s Funding Agent shall determine whether such portion shall bear interest based on the Daily Simple SOFR, Adjusted Term SOFR Rate or the Base Rate for the period prior to the time such portion of such Loan is funded through the issuance of Commercial Paper)converted; (E) the Type of Syndicated Loans to which Interest Period for any existing Daily SOFR Loans, Term SOFR Loans or Loan; (F) if the requested Loan is an Alternative Base Rate Loans are Loan, whether such Loan shall be converted to be converted; a Term SOFR Loan on the date falling one (1) Business Day after repayment of such Alternative Base Rate Loan is due and (FG) to which account the proceeds of such Borrowing, conversion or continuation should be directed. If the Borrowers fail to specify a Borrower Party fails to give Type of Loan in a timely notice 4857-3757-1665 v.17 requesting a continuation of a Term SOFR LoanLoan Notice, then the applicable Loan shall be made as an Alternate Base Rate Loan. During the existence of a Potential Default or an Event of Default, no Loans may be requested as, converted to or continued as a Term SOFR Loan with an Interest Period of one month, and such continuation shall be effective as without the consent of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loan. If a Borrower Party fails to specify an Interest Period with respect to a Term SOFR Loan, it will be deemed to have specified an Interest Period of one monthRequired Lenders.

Request for Borrowing. Except with respect to Swingline Loans which are addressed in Section 2.07, each Each Borrowing, each conversion of Daily SOFR Loans or Term SOFR Loans or Base Rate Loans from one Type of Syndicated Loan to anotherthe other, and each continuation of Term SOFR RFR Rate Loans shall be made upon the applicable Borrower Partya Borrower’s irrevocable written notice to Administrative Agent, which may be given by telephone or by electronic mail pursuant to, and in accordance with the terms of this Credit Agreement. Unless otherwise agreed by Administrative Agent, each such notice Each 38 LEGAL_US_E # 163726163.4 (a) must be received confirmed promptly by delivery to Administrative Agent not later than 11:00 a.m. at least: of a written Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower (i) three (3) Business Days prior to and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of the requested date of any Borrowing other than for a Base Rate Loan or Daily SOFR Loan; (ii) three (3) Business Days prior to the conversion of Base Rate Loans to another Type of Syndicated Loan or the continuation of Term SOFR Loans; and (iii) one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or of any conversion of Daily SOFR Loans or Term SOFR Loans to Base Rate LoansBorrower). Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower Party is requesting a Borrowing, a conversion of a Daily SOFR Loan, Term SOFR Loan or Base Rate Loans from one Type of Loan to another Type of Syndicated Loanthe other, or a continuation of Term SOFR RFR Rate Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day, the “Loan Date”); (C) the principal amount of Syndicated Loans to be borrowed, converted or continued; (D) if any portion of such Borrowing is not to be funded by a Conduit Lender through the issuance of Commercial Paper, whether such portion of such Borrowing is to be funded instead as a Base Rate Loan, Daily SOFR Loan or Term SOFR Loan (it being understood that if any Conduit Lender elects to fund any portion of a Loan through its Liquidity Provider, such Conduit Lender’s Funding Agent shall determine whether such portion shall bear interest based on the Daily Simple SOFR, Adjusted Term SOFR Rate or the Base Rate for the period prior to the time such portion of such Loan is funded through the issuance of Commercial Paper); (E) the Type of Syndicated Loans to be borrowed or to which any existing Daily SOFR Loans, Term SOFR Loans or Base Rate Loans are to be converted; and (E) if applicable, the duration of the Interest Period with respect thereto; (F) to which account the proceeds of such Borrowing, conversion or continuation should be directed; (G) the applicable Borrower(s) and Fund Group(s) (and, in the case of a Borrowing by a Qualified Borrower, the identity of the Borrower(s) that will guaranty such Borrowing); (H) whether such Loan shall be denominated in Dollars or an Alternative Currency; and (I) whether such Loan is an ESG Credit Extension and the applicable Interest Rate Step-Down. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower Party fails to give a timely notice 4857-3757-1665 v.17 requesting a continuation of a Term SOFR Loanconversion or continuation, then the applicable Loan Loans shall be continued as a Term SOFR Loan with an Interest Period of one monthmade as, and or converted to, RFR Rate Loans. Any such continuation automatic conversion to RFR Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loan. If a Alternate Base Rate Loans, it being understood that the Borrower Party fails may cause any Alternate Base Rate Loans to specify be converted to RFR Rate Loans at the end of an Interest Period with respect upon three (3) Business Days prior written notice, and subject to a Term SOFR Loan, it will the requirements set forth in this Agreement. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 7.01 and 7.02 have specified an Interest Period been satisfied on and as of one monththe date of the applicable Borrowing, conversion or continuation.

Request for Borrowing. Except with respect to Swingline Loans which are addressed in Section 2.07, each Borrowing, each conversion of Daily SOFR Loans or Term SOFR Loans or Base Rate Loans from one Type of Syndicated Each Loan to another, and each continuation of Term SOFR Loans shall Credit Extension will be made upon the applicable Borrower PartyBorrower’s irrevocable written notice to Administrative Agent, which may be given by (x) telephone or (y) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to Administrative Agent of a Loan Notice (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of Borrowers), together with a Borrowing Base Certificate. Unless otherwise agreed by Administrative Agent, each Each such notice Loan Notice must be received by Administrative Agent not later than 11:00 a.m. at least: : (i) three (3) Business Days prior to the requested date of any Borrowing other than for a Base of, conversion to or continuation of Term Rate Loan Loans, or of any conversion of Term Rate Loans to Daily Simple SOFR LoanLoans; and (ii) three (3) Business Days prior to the conversion of Base Rate Loans to another Type of Syndicated Loan or the continuation of Term SOFR Loans; and (iii) one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans or Daily Simple SOFR Loans or of any conversion of Daily SOFR Loans or Term SOFR Loans to Base Rate Loans. Each Loan Notice shall must specify: (A) whether the Borrower Party is requesting a Borrowing, a conversion of a Daily SOFR Loan, Term SOFR Loan or Base Rate Loans from one Type of Loan to another Type of Syndicated Loanthe other, or a continuation of Term SOFR Rate Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be such Borrowing (which shall must be a Business Day, the “Loan Date”); (C) the principal amount Type of Syndicated Loans to be borrowed, converted borrowed or continued; (D) if any portion of such Borrowing is not to be funded by a Conduit Lender through the issuance of Commercial Paper, whether such portion of such Borrowing is to be funded instead as a Base Rate Loan, Daily SOFR Loan or Term SOFR Loan (it being understood that if any Conduit Lender elects to fund any portion of a Loan through its Liquidity Provider, such Conduit Lender’s Funding Agent shall determine whether such portion shall bear interest based on the Daily Simple SOFR, Adjusted Term SOFR Rate or the Base Rate for the period prior to the time such portion of such Loan is funded through the issuance of Commercial Paper); (E) the Type of Syndicated Loans to which any existing Daily SOFR Loans, Term SOFR Loans or Base Rate Loans are to be converted; (D) if applicable, the duration of the Interest Period with respect thereto; and (FE) to which account the proceeds of such Borrowing, conversion or continuation Borrowing should be directed. If Borrower fails to specify a Type of Loan in a Loan Notice or if Borrower Party fails to give a timely notice 4857-3757-1665 v.17 requesting a continuation of a Term SOFR Loanconversion or continuation, then the applicable Loan Loans will be made as, or converted to, Daily Simple SOFR Loans; provided, however, that in the case of a failure to timely request a continuation of Term Rate Loans, such Loans shall be continued as a Term SOFR Loan Rate Loans with an Interest Period of one monthmonth (unless a Default or an Event of Default has occurred and is continuing, and in which case such Loans shall automatically be converted to Daily Simple SOFR Loans). Any such automatic continuation shall of Term Loans or conversion to Daily Simple SOFR Loans, as applicable, will be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR LoanRate Loans. If Borrower requests a Borrower Party Borrowing of Term Rate Loans in any such Loan Notice, but fails to specify an Interest Period with respect to a Term SOFR LoanPeriod, it will be deemed to have specified an Interest Period of one month. Without limitation of any other conditions herein, a Borrowing or continuation of or conversion to Term Rate Loans shall not be permitted if: (i) A Default or Event of Default has occurred and is continuing and has not been waived by Required Lenders or all Lenders, as applicable; or (ii) The requested Borrowing or continuation of or conversion to Term Rate Loans would cause more than ten (10) Interest Periods to be in effect at any one time for Term Rate Loans, after giving effect to all Term Rate Loans, all conversions of Loans from one Type to another, and all continuations of Loans as the same Type; or (iii) The requested interest period does not conform to the definition of Interest Period herein; or (iv) Any of the circumstances referred to in Section 3.03 shall apply with respect to the requested Borrowing or continuation of or conversion to Term Rate Loans.

Request for Borrowing. Except with respect to Swingline Loans which are addressed in Section 2.07, each Each Borrowing, each conversion of Daily SOFR Loans or Term SOFR Loans or Base Rate Loans from one Type of Syndicated Loan to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the applicable Borrower PartyBorrower’s irrevocable written notice to Administrative Agent. Unless otherwise agreed by the Administrative Agent, each 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 Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. at least: (i) three (3) Business Days prior to the requested date of any Borrowing other than for a of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loan or Daily SOFR Loan; Loans, and (ii) three (3) Business Days prior to the conversion of Base Rate Loans to another Type of Syndicated Loan or the continuation of Term SOFR Loans; and (iii) one (1) Business Day prior to on the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or Daily SOFR Loans a whole multiple of $500,000 in excess thereof. Each Borrowing of or of any conversion of Daily SOFR Loans or Term SOFR Loans to Base Rate LoansLoans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify: specify (Ai) whether the Borrower Party is requesting a Borrowing, a conversion of a Daily SOFR Loan, Term SOFR Loan or Base Rate Loan Loans from one Type to another Type of Syndicated Loanthe other, or a continuation of Term SOFR Eurodollar Rate Loans; , (Bii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), the “Loan Date”); (Ciii) the principal amount of Syndicated Loans to be borrowed, converted or continued; , (Div) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if any portion applicable, the duration of such Borrowing is not the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice for a Borrowing, then the applicable Loans shall be funded by a Conduit Lender through the issuance of Commercial Paper, whether such portion of such Borrowing is to be funded instead made as a Base Rate Loan, Daily SOFR Loan or Term SOFR Loan (it being understood that if any Conduit Lender elects to fund any portion of a Loan through its Liquidity Provider, such Conduit Lender’s Funding Agent shall determine whether such portion shall bear interest based on the Daily Simple SOFR, Adjusted Term SOFR Rate or the Base Rate for the period prior . Notwithstanding anything contained herein to the time such portion of such Loan is funded through contrary, if the issuance of Commercial Paper); (E) the Type of Syndicated Loans to which any existing Daily SOFR Loans, Term SOFR Loans or Base Rate Loans are to be converted; and (F) to which account the proceeds of such Borrowing, conversion or continuation should be directed. If a Borrower Party fails to give a timely notice 4857-3757-1665 v.17 requesting a conversion or continuation of a Term SOFR Eurodollar Rate Loan, then the applicable Eurodollar Rate Loan shall be automatically continued as a Term SOFR Eurodollar Rate Loan with an Interest Period of one month, and such continuation shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loan. If the Borrower requests a Borrower Party Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period with respect to a Term SOFR LoanPeriod, it will be deemed to have specified an Interest Period of one month.

Request for Borrowing. Except with respect to Swingline Loans which are addressed in Section 2.07, each Each Borrowing, each conversion of Daily SOFR Loans or Term SOFR Loans or Base Rate Loans from one Type of Syndicated Loan to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the applicable Borrower Party’s Borrowers’ irrevocable written notice to Administrative Agent. Unless otherwise agreed by the Administrative Agent, each which may be given by email. Each such notice must be received by the Administrative Agent not later than (i) 11:00 a.m. at least: least (iA) three (3) Business Days prior to the requested date of any Borrowing other than for a Base Rate Loan of, conversion to or Daily SOFR Loan; (ii) three (3) Business Days prior to the conversion of Base Rate Loans to another Type of Syndicated Loan or the continuation of Term SOFR Loans; Loans or of any conversion of Term SOFR Loans to Alternate Base Rate Loans and (iiiii) 11:00 a.m. at least one (1) Business Day prior to the requested date of any Borrowing of Alternate Base Rate Loans; provided that, with the consent of the Lenders, Borrowing of Alternate Base Rate Loans or Daily SOFR Loans or shall be made on a same-day basis if such notice is received by the Administrative Agent not later than 10:00 a.m. on the day of such Borrowing. Each emailed notice by any conversion Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of Daily SOFR Loans or Term SOFR Loans to Base Rate Loansa written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowers (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of the Borrowers), unless otherwise agreed by the Administrative Agent. Each Loan Notice (whether emailed or written) shall specify: (A) whether the Borrower Party is Borrowers are requesting a Borrowing, a conversion of a Daily SOFR Loan, Term SOFR Loan or Base Rate from one Type of Loan to another Type of Syndicated Loanthe other, or a continuation of a Term SOFR LoansLoan; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day, the “Loan Date”); (C) the principal amount of Syndicated Loans the Loan to be borrowed, converted or continued; (D) if any portion the Type of such Borrowing is not Loan to be funded by a Conduit Lender through the issuance of Commercial Paper, whether such portion of such Borrowing borrowed or to which existing Loan is to be funded instead as a Base Rate Loan, Daily SOFR Loan or Term SOFR Loan (it being understood that if any Conduit Lender elects to fund any portion of a Loan through its Liquidity Provider, such Conduit Lender’s Funding Agent shall determine whether such portion shall bear interest based on the Daily Simple SOFR, Adjusted Term SOFR Rate or the Base Rate for the period prior to the time such portion of such Loan is funded through the issuance of Commercial Paper)converted; (E) the Type of Syndicated Loans to which Interest Period for any existing Daily SOFR Loans, Term SOFR Loans or Base Rate Loans are to be convertedLoan; (F) [reserved]; and (FG) to which account the proceeds of such Borrowing, conversion or continuation should be directed. If the Borrowers fail to specify a Borrower Party fails Type of Loan in a Loan Notice or if the Borrowers fail to give a timely notice 4857-3757-1665 v.17 requesting a continuation of a Term SOFR Loanconversion, then the applicable Loan shall be continued as made as, or converted to, a Term SOFR Loan. Any such automatic conversion to a Term SOFR Loan with an Interest Period of one month, and such continuation shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loan. If the Borrowers fail to give timely notice requesting a Borrower Party fails to specify an Interest Period with respect to a continuation of Term SOFR LoanLoans, it will then such Term SOFR Loan shall be automatically renewed with the same Interest Period. Each Loan Notice submitted by the Borrowers shall be deemed to be a representation and USActive 61477672.3USActive 61994469.1-46- warranty that the conditions specified in Sections 7.01 and 7.02 have specified an Interest Period been satisfied on and as of one monththe date of the applicable Borrowing, conversion or continuation.

Request for Borrowing. Except with respect to Swingline Loans which are addressed in Section 2.07, each Borrowing, each conversion of Daily SOFR Loans or Term SOFR Loans or Base Rate Loans from one Type of Syndicated Each Loan to another, and each continuation of Term SOFR Loans shall Credit Extension will be made upon the applicable Borrower Party▇▇▇▇▇▇▇▇’s irrevocable written notice to Administrative Agent, which may be given by (x) telephone or (y) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to Administrative Agent of a Loan Notice (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of Borrowers), together with a Borrowing Base Certificate. Unless otherwise agreed by Administrative Agent, each Each such notice Loan Notice must be received by Administrative Agent not later than 11:00 a.m. at least: : (i) three (3) Business Days prior to the requested date of any Borrowing other than for a Base of, conversion to or continuation of Term Rate Loan Loans, or of any conversion of Term Rate Loans to Daily Simple SOFR LoanLoans; and (ii) three (3) Business Days prior to the conversion of Base Rate Loans to another Type of Syndicated Loan or the continuation of Term SOFR Loans; and (iii) one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans or Daily Simple SOFR Loans or of any conversion of Daily SOFR Loans or Term SOFR Loans to Base Rate Loans. Each Loan Notice shall must specify: (A) whether the Borrower Party is requesting a Borrowing, a conversion of a Daily SOFR Loan, Term SOFR Loan or Base Rate Loans from one Type of Loan to another Type of Syndicated Loanthe other, or a continuation of Term SOFR Rate Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be such Borrowing (which shall must be a Business Day, the “Loan Date”); (C) the principal amount Type of Syndicated Loans to be borrowed, converted borrowed or continued; (D) if any portion of such Borrowing is not to be funded by a Conduit Lender through the issuance of Commercial Paper, whether such portion of such Borrowing is to be funded instead as a Base Rate Loan, Daily SOFR Loan or Term SOFR Loan (it being understood that if any Conduit Lender elects to fund any portion of a Loan through its Liquidity Provider, such Conduit Lender’s Funding Agent shall determine whether such portion shall bear interest based on the Daily Simple SOFR, Adjusted Term SOFR Rate or the Base Rate for the period prior to the time such portion of such Loan is funded through the issuance of Commercial Paper); (E) the Type of Syndicated Loans to which any existing Daily SOFR Loans, Term SOFR Loans or Base Rate Loans are to be converted; (D) if applicable, the duration of the Interest Period with respect thereto; and (FE) to which account the proceeds of such Borrowing, conversion or continuation Borrowing should be directed. If Borrower fails to specify a Type of Loan in a Loan Notice or if Borrower Party fails to give a timely notice 4857-3757-1665 v.17 requesting a continuation of a Term SOFR Loanconversion or continuation, then the applicable Loan Loans will be made as, or converted to, Daily Simple SOFR Loans; provided, however, that in the case of a failure to timely request a continuation of Term Rate Loans, such Loans shall be continued as a Term SOFR Loan Rate Loans with an Interest Period of one monthmonth (unless a Default or an Event of Default has occurred and is continuing, and in which case such Loans shall automatically be converted to Daily Simple SOFR Loans). Any such automatic continuation shall of Term Loans or conversion to Daily Simple SOFR Loans, as applicable, will be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR LoanRate Loans. If Borrower requests a Borrower Party Borrowing of Term Rate Loans in any such Loan Notice, but fails to specify an Interest Period with respect to a Term SOFR LoanPeriod, it will be deemed to have specified an Interest Period of one month. Without limitation of any other conditions herein, a Borrowing or continuation of or conversion to Term Rate Loans shall not be permitted if: (i) A Default or Event of Default has occurred and is continuing and has not been waived by Required Lenders or all Lenders, as applicable; or (ii) The requested Borrowing or continuation of or conversion to Term Rate Loans would cause more than ten (10) Interest Periods to be in effect at any one time for Term Rate Loans, after giving effect to all Term Rate Loans, all conversions of Loans from one Type to another, and all continuations of Loans as the same Type; or (iii) The requested interest period does not conform to the definition of Interest Period herein; or (iv) Any of the circumstances referred to in Section 3.03 shall apply with respect to the requested Borrowing or continuation of or conversion to Term Rate Loans.

Request for Borrowing. Except with respect to Swingline Loans which are addressed in Section 2.07, each Each Borrowing, each conversion of Daily SOFR Loans or Term SOFR Loans or Base Rate Loans from one (1) Type of Syndicated Loan to anotherthe other, and each continuation of Term SOFR Rate Loans shall be made upon the applicable Borrower PartyBorrower’s irrevocable written notice to Administrative Agent, which may be given by telephone, together with a Borrowing Base Certificate. Unless otherwise agreed by Administrative Agent, each Each such notice must be received by Administrative Agent not later than 11:00 a.m. at least: (i) three (3) Business Days prior to the requested date of any Borrowing other than for a Base of, conversion to or continuation of Term Rate Loan Loans or Daily SOFR Loan; (ii) three (3) Business Days prior to the of any conversion of Base Term Rate Loans to another Type of Syndicated Loan or the continuation of Term SOFR Reference Rate Loans; and (iiiii) one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or of any conversion of Daily SOFR Loans or Term SOFR Loans to Base Reference Rate Loans. Each telephonic notice by Borrower pursuant to this Section 2.02 (a) must be confirmed promptly by delivery to Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower. Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower Party is requesting a Borrowing, a conversion of a Daily SOFR Loan, Term SOFR Loan or Base Rate Loans from one (1) Type of Loan to another Type of Syndicated Loanthe other, or a continuation of Term SOFR Rate Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day, the “Loan Date”); (C) the principal amount of Syndicated Loans to be borrowed, converted or continued; (D) if any portion of such Borrowing is not to be funded by a Conduit Lender through the issuance of Commercial Paper, whether such portion of such Borrowing is to be funded instead as a Base Rate Loan, Daily SOFR Loan or Term SOFR Loan (it being understood that if any Conduit Lender elects to fund any portion of a Loan through its Liquidity Provider, such Conduit Lender’s Funding Agent shall determine whether such portion shall bear interest based on the Daily Simple SOFR, Adjusted Term SOFR Rate or the Base Rate for the period prior to the time such portion of such Loan is funded through the issuance of Commercial Paper); (E) the Type of Syndicated Loans to be borrowed or to which any existing Daily SOFR Loans, Term SOFR Loans or Base Rate Loans are to be converted; and (FE) to which account the proceeds of such Borrowing, or conversion or continuation should be directed. If Borrower fails to specify a Type of Loan in a Loan Notice or if Borrower Party fails to give a timely notice 4857-3757-1665 v.17 requesting a continuation of a Term SOFR Loanconversion or continuation, then the applicable Loan Loans shall be continued as made as, or converted to, a Term SOFR Rate Loan with an Interest Period of one (1) month; provided, and such continuation shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loan. If a however, that if Borrower Party fails to specify an Interest Period a Type of Loan in a Loan Notice delivered with respect to adequate notice for a Term SOFR Rate Loan, it will be deemed to have specified a Term Rate Loan with an Interest Period of one (1) month.

Request for Borrowing. Except with respect to Swingline Loans which are addressed in Section 2.07, each Each Borrowing, each conversion of Daily SOFR Loans or Term SOFR Loans Eurodollar Rate Loans, Floating LIBOR Rate Loan or Base Rate Loans from one Type of Syndicated Loan to another, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the applicable Borrower PartyBorrower’s irrevocable written notice to Administrative Funding Agent, which may be given by telephone. Unless otherwise agreed by Administrative Funding Agent, each such notice must be received by Administrative Funding Agent not later than 11:00 a.m. at least: (i) three (3) Business Days prior to the requested date of any Borrowing other than for a Base Rate Loan or Daily SOFR Loan; (ii) three (3) Business Days prior to the conversion of Base Rate Loans to another Type of Syndicated Loan, the conversion of Eurodollar Rate Loans (or Floating LIBOR Rate Loan) to another type of Loan or the continuation of Term SOFR Eurodollar Rate Loans; and (iii) one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans or Loans. Each telephonic notice by Borrower pursuant to this Section 2.02 (a) must be confirmed promptly by delivery to Funding Agent of any conversion a written Loan Notice, appropriately completed and signed by a Responsible Officer of Daily SOFR Loans or Term SOFR Loans to Base Rate LoansBorrower. Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower Party is requesting a Borrowing, a conversion of a Daily SOFR Eurodollar Rate Loan, Term SOFR Floating LIBOR Rate Loan or Base Rate Loan to another Type of Syndicated Loan, or a continuation of Term SOFR Eurodollar Rate Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day, the “Loan Date”); (C) the principal amount of Syndicated Loans to be borrowed, converted or continued; (D) if any portion of such Borrowing is not to be funded by a Conduit Lender through the issuance of Commercial Paper, whether such portion of such Borrowing is to be funded instead as a Base Rate Loan, Daily SOFR Loan or Term SOFR a Eurodollar Rate Loan (it being understood that if any Conduit Lender elects to fund any portion of a Loan through its Liquidity Provider, such Conduit Lender’s Funding Agent shall determine whether such portion shall bear interest based on the Daily Simple SOFR, Adjusted Term SOFR Eurodollar Rate or the Base Rate for the period prior to the time such portion of such Loan is funded through the issuance of Commercial Paper); (E) the Type of Syndicated Loans to which any existing Daily SOFR Eurodollar Rate Loans, Term SOFR Loans Floating LIBOR Rate Loan or Base Rate Loans are to be converted; (F) with respect to a Eurodollar Rate Loan, the duration of the Interest Period with respect thereto; and (FG) to which account the proceeds of such Borrowing, conversion or continuation should be directed. If a Borrower Party fails to give a timely notice 4857-3757-1665 v.17 requesting a conversion or continuation of with respect to a Term SOFR Eurodollar Rate Loan, then the applicable Loan Loans shall be continued as a Term SOFR Loan with an Interest Period of one monthconverted to Base Rate Loans, and any such continuation automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR LoanEurodollar Rate Loans. If a Borrower Party fails to specify an Interest Period with respect to a Term SOFR Eurodollar Rate Loan, it will be deemed to have specified an Interest Period of one month. For avoidance of doubt, no Base Rate Loan or Floating LIBOR Rate Loan shall have an Interest Period. Each Loan Notice shall be accompanied or preceded by: (A) a Borrowing Base Certificate dated the date of such Loan Notice; and (B) such documents as are required to satisfy any applicable conditions precedent as provided in Section 5, and no Loan Notice shall be valid hereunder for any purpose unless it shall have been accompanied or preceded by the information and other documents required to be delivered in accordance with this Section 2.02.