Example ContractsClausesprocedures for borrowingVariants
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Borrowing Procedure. Unless Borrower and Administrative Agent have entered into a sweep agreement regarding Borrower’s cash management and funding and pay down of the Loans hereunder in form and substance satisfactory to Borrower and Administrative Agent (“Sweep Agreement”), each Syndicated Borrowing, each conversion of a Portion from one Type to the other, and each continuation of a Term SOFR Portion shall be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent not later than # three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of a Term SOFR Portion or of any conversion of a Term SOFR Portion to a Base Rate Portion and # on the requested date of any Borrowing of a Base Rate Portion. Each telephonic notice by Borrower pursuant to this [Section 2.1(c)] must be confirmed promptly by delivery to Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of Borrower. Except as provided in [Section 2.2(c)], each Borrowing of, conversion to or continuation of a Loan shall be in a principal amount of or a whole multiple of in excess thereof, or with respect to a Revolving Credit Borrowing, in an amount equal to the Revolving Credit Availability and, with respect to a Term Loan Borrowing, in an amount equal to the aggregate Term Loan Commitments at such time. Each Borrowing Request (whether telephonic or written) shall specify # whether Borrower is requesting a Syndicated Borrowing, a conversion of Portions from one Type to the other, or a continuation of Portions, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Portions to be borrowed, converted or continued, # the Type of Portions to be borrowed or to which existing Portions are to be converted, and # if applicable, the duration of the Interest Period with respect thereto. If Borrower fails to specify a Type of Portion in a Borrowing Request or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Portions shall be made as, or converted to, Base Rate Portions. Any such automatic conversion to Base Rate Portions shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Portions. If Borrower requests a Borrowing of, conversion to, or continuation of a Term SOFR Portion in any such Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. For avoidance of doubt, to the extent that any borrowing procedures set forth in this [Article 2] conflict with the terms and provisions of a Sweep Agreement in effect, the terms and provisions of such Sweep Agreement shall control.

Borrowing Procedure. Unless Borrower and Administrative Agent have entered into a sweep agreement regarding Borrower’s cash management and funding and pay down of the Loans hereunder in form and substance satisfactory to Borrower and Administrative Agent (“Sweep Agreement”), each Syndicated Borrowing, each conversion of a Portion from one Type to the other, and each continuation of a Term SOFR Portion shall be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent not later than # three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of a Term SOFR Portion or of any conversion of a Term SOFR Portion to a Base Rate Portion and # on the requested date of any Borrowing of a Base Rate Portion. Each telephonic notice by Borrower pursuant to this [Section 2.1(c)] must be confirmed promptly by delivery to Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of Borrower. Except as provided in [Section 2.2(c)], each Borrowing of, conversion to or continuation of a Loan shall be in a principal amount of or a whole multiple of in excess thereof, or with respect to a Revolving Credit Borrowing, in an amount equal to the Revolving Credit Availability and, with respect to a Term Loan Borrowing, in an amount equal to the aggregate Term Loan Commitments at such time. Each Borrowing Request (whether telephonic or written) shall specify # whether Borrower is requesting a Syndicated Borrowing, a conversion of Portions from one Type to the other, or a continuation of Portions, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Portions to be borrowed, converted or continued, # the Type of Portions to be borrowed or to which existing Portions are to be converted, and # if applicable, the duration of the Interest Period with respect thereto. If Borrower fails to specify a Type of Portion in a Borrowing Request or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Portions shall be made as, or converted to, Base Rate Portions. Any such automatic conversion to Base Rate Portions shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Portions. If Borrower requests a Borrowing of, conversion to, or continuation of a Term SOFR Portion in any such Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. For avoidance of doubt, to the extent that any borrowing procedures set forth in this [Article 2] conflict with the terms and provisions of a Sweep Agreement in effect, the terms and provisions of such Sweep Agreement shall control.

Borrowing Procedure. Unless Borrower and Administrative Agent have entered into a sweep agreement regarding Borrower’s cash management and funding and pay down of the Loans hereunder in form and substance satisfactory to Borrower and Administrative Agent (“Sweep Agreement”), each Syndicated Borrowing, each conversion of a Portion from one Type to the other, and each continuation of a Term SOFR Portion shall be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent not later than # three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of a Term SOFR Portion or of any conversion of a Term SOFR Portion to a Base Rate Portion and # on the requested date of any Borrowing of a Base Rate Portion. Each telephonic notice by Borrower pursuant to this [Section 2.1(c)] must be confirmed promptly by delivery to Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of Borrower. Except as provided in [Section 2.2(c)], each Borrowing of, conversion to or continuation of a Loan shall be in a principal amount of or a whole multiple of in excess thereof, or with respect to a Revolving Credit Borrowing, in an amount equal to the Revolving Credit Availability and, with respect to a Term Loan Borrowing, in an amount equal to the aggregate Term Loan Commitments at such time. Each Borrowing Request (whether telephonic or written) shall specify # whether Borrower is requesting a Syndicated Borrowing, a conversion of Portions from one Type to the other, or a continuation of Portions, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Portions to be borrowed, converted or continued, # the Type of Portions to be borrowed or to which existing Portions are to be converted, and # if applicable, the duration of the Interest Period with respect thereto. If Borrower fails to specify a Type of Portion in a Borrowing Request or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Portions shall be made as, or converted to, Base Rate Portions. Any such automatic conversion to Base Rate Portions shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Portions. If Borrower requests a Borrowing of, conversion to, or continuation of a Term SOFR Portion in any such Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. For avoidance of doubt, to the extent that any borrowing procedures set forth in this [Article 2] conflict with the terms and provisions of a Sweep Agreement in effect, the terms and provisions of such Sweep Agreement shall control.

Borrowing Procedure. Unless Borrower and Administrative Agent have entered into a sweep agreement regarding Borrower’s cash management and funding and pay down of the Loans hereunder in form and substance satisfactory to Borrower and Administrative Agent (“Sweep Agreement”), each Syndicated Borrowing, each conversion of a Portion from one Type to the other, and each continuation of a Term SOFR Portion shall be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent not later than # three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of a Term SOFR Portion or of any conversion of a Term SOFR Portion to a Base Rate Portion and # on the requested date of any Borrowing of a Base Rate Portion. Each telephonic notice by Borrower pursuant to this [Section 2.1(c)] must be confirmed promptly by delivery to Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of Borrower. Except as provided in [Section 2.2(c)], each Borrowing of, conversion to or continuation of a Loan shall be in a principal amount of or a whole multiple of in excess thereof, or with respect to a Revolving Credit Borrowing, in an amount equal to the Revolving Credit Availability and, with respect to a Term Loan Borrowing, in an amount equal to the aggregate Term Loan Commitments at such time. Each Borrowing Request (whether telephonic or written) shall specify # whether Borrower is requesting a Syndicated Borrowing, a conversion of Portions from one Type to the other, or a continuation of Portions, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Portions to be borrowed, converted or continued, # the Type of Portions to be borrowed or to which existing Portions are to be converted, and # if applicable, the duration of the Interest Period with respect thereto. If Borrower fails to specify a Type of Portion in a Borrowing Request or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Portions shall be made as, or converted to, Base Rate Portions. Any such automatic conversion to Base Rate Portions shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Portions. If Borrower requests a Borrowing of, conversion to, or continuation of a Term SOFR Portion in any such Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. For avoidance of doubt, to the extent that any borrowing procedures set forth in this [Article 2] conflict with the terms and provisions of a Sweep Agreement in effect, the terms and provisions of such Sweep Agreement shall control.

Borrowing Procedure. Unless Borrower and Administrative Agent have entered into a sweep agreement regarding Borrower’s cash management and funding and pay down of the Loans hereunder in form and substance satisfactory to Borrower and Administrative Agent (“Sweep Agreement”), each SyndicatedEach Borrowing, each conversion of a PortionRevolving Credit Loans, Term A-1 Loans or Term A-2 Loans from one Type to the other, and each continuation of a Term SOFR PortionLoans shall be made upon Borrower’sthe Borrowers’ irrevocable notice to the Administrative Agent,Agent (which notice shall be delivered by the Principal Borrower), which may be given by telephone.# telephone or # a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than Central time # on the date of the request for any Borrowing of Daily SOFR Rate Loans and # three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of a Term SOFR PortionRate Loans or of any conversion of a Term SOFR PortionRate Loans to a BaseDaily SOFR Rate Portion and # on the requested date of any Borrowing of a Base Rate Portion.Loans. Each telephonic notice by Borrower pursuant to this [Section 2.1(c)] must be confirmed promptly by delivery to Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of Borrower. Except as provided in [Section 2.2(c)], each Borrowing of, conversion to or continuation of a LoanLoans shall be in athe principal amount of or a whole multiple of in excess thereof,thereof. Unless otherwise specified herein, each Borrowing of or with respect toconversion from Term SOFR Rate Loans may not be made other than at the end of the corresponding Interest Period. Each Loan Notice shall specify # whether the Borrowers are requesting a Revolving Credit Borrowing, in an amount equal to the Revolving Credit Availability and, with respect to a Term LoanA-1 Borrowing, in an amount equal to the aggregatea Term Loan Commitments at such time. Each Borrowing Request (whether telephonic or written) shall specify # whether Borrower is requesting a SyndicatedA-2 Borrowing, a conversion of PortionsRevolving Credit Loans, Term A-1 Loans or Term A-2 Loans from one Type to the other, or a continuation of Portions,either Term SOFR Rate Loans or Daily SOFR Rate Loans, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of PortionsLoans to be borrowed, converted or continued, # the Type of PortionsLoans to be borrowed or to which existing PortionsRevolving Credit Loans, Term A-1 Loans or Term A-2 Loans are to be converted, and # if applicable, the duration of the Interest Period with respect thereto. If Borrower failsthe Borrowers fail to specify a Type of PortionLoan or Term SOFR in a Borrowing RequestLoan Notice or if Borrower failsthe Borrowers fail to give a timely notice requesting a conversion or continuation,continuation of Term SOFR Rate Loans, then the applicable PortionsLoans shall be made as, or converted to, Basea Daily SOFR Rate Portions.Loans. Any such automatic conversion to BaseDaily SOFR Rate PortionsLoans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Loans. If the Borrowers request a Term SOFR Portions. If Borrower requestsRate Loan, or a Borrowing of, conversion to,to or continuation of a Term SOFR PortionRate Loans in any such Borrowing Request,Loan Notice, but failsfail to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. For avoidance of doubt, to the extent that any borrowing procedures set forth in this [Article 2] conflict with the terms and provisions of a Sweep Agreement in effect, the terms and provisions of such Sweep Agreement shall control.

Borrowing Procedure. Unless Borrower and Administrative Agent have entered into a sweep agreement regarding Borrower’s cash management and funding and pay down of the Loans hereunder in form and substance satisfactory to Borrower and Administrative Agent (“Sweep Agreement”), each SyndicatedEach Borrowing, each conversion of a PortionRevolving Credit Loans, Term A-1 Loans or Term A-2 Loans from one Type to the other, and each continuation of a Term SOFR PortionLoans shall be made upon Borrower’sthe Borrowers’ irrevocable notice to the Administrative Agent,Agent (which notice shall be delivered by the Principal Borrower), which may be given by telephone.# telephone or # a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than Central time # on the date of the request for any Borrowing of Daily SOFR Rate Loans and # three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of a Term SOFR PortionRate Loans or of any conversion of a Term SOFR PortionRate Loans to a BaseDaily SOFR Rate Portion and # on the requested date of any Borrowing of a Base Rate Portion.Loans. Each telephonic notice by Borrower pursuant to this [Section 2.1(c)] must be confirmed promptly by delivery to Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of Borrower. Except as provided in [Section 2.2(c)], each Borrowing of, conversion to or continuation of a LoanLoans shall be in athe principal amount of or a whole multiple of in excess thereof,thereof. Unless otherwise specified herein, each Borrowing of or with respect toconversion from Term SOFR Rate Loans may not be made other than at the end of the corresponding Interest Period. Each Loan Notice shall specify # whether the Borrowers are requesting a Revolving Credit Borrowing, in an amount equal to the Revolving Credit Availability and, with respect to a Term LoanA-1 Borrowing, in an amount equal to the aggregatea Term Loan Commitments at such time. Each Borrowing Request (whether telephonic or written) shall specify # whether Borrower is requesting a SyndicatedA-2 Borrowing, a conversion of PortionsRevolving Credit Loans, Term A-1 Loans or Term A-2 Loans from one Type to the other, or a continuation of Portions,either Term SOFR Rate Loans or Daily SOFR Rate Loans, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of PortionsLoans to be borrowed, converted or continued, # the Type of PortionsLoans to be borrowed or to which existing PortionsRevolving Credit Loans, Term A-1 Loans or Term A-2 Loans are to be converted, and # if applicable, the duration of the Interest Period with respect thereto. If Borrower failsthe Borrowers fail to specify a Type of PortionLoan or Term SOFR in a Borrowing RequestLoan Notice or if Borrower failsthe Borrowers fail to give a timely notice requesting a conversion or continuation,continuation of Term SOFR Rate Loans, then the applicable PortionsLoans shall be made as, or converted to, Basea Daily SOFR Rate Portions.Loans. Any such automatic conversion to BaseDaily SOFR Rate PortionsLoans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Loans. If the Borrowers request a Term SOFR Portions. If Borrower requestsRate Loan, or a Borrowing of, conversion to,to or continuation of a Term SOFR PortionRate Loans in any such Borrowing Request,Loan Notice, but failsfail to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. For avoidance of doubt, to the extent that any borrowing procedures set forth in this [Article 2] conflict with the terms and provisions of a Sweep Agreement in effect, the terms and provisions of such Sweep Agreement shall control.

Borrowing Procedure. Unless Borrower(1) Except as set forth below in [clause (2)] below with respect to Revolving Credit Loans that are EURIBO Rate Loans, RFR Loans and Administrative Agent have entered intoNew Term Loans, in each case denominated in a sweep agreement regarding Borrower’s cash management and funding and pay down of the Loans hereunder in form and substance satisfactory to Borrower and Administrative Agent (“Sweep Agreement”),currency other than Dollars, each Syndicated Borrowing, each conversion of a PortionLoans from one Type to the other, and each continuation of a Term SOFR PortionLoans shall be made upon any Borrower’s irrevocable notice to the Administrative Agent,Agent; provided that such notice may state that such notice is conditioned upon the receipt of proceeds of any refinancing facilities, the effectiveness of other credit facilities or the consummation of an acquisition or sale, in which case such notice may be givenrevoked by telephone.the Borrower by notice to the Administrative Agent on or prior to the specified effective date if such condition is not satisfied. Each such notice must be received by the Administrative Agent not later than # # three (3)on the second Business DaysDay prior to the requested date of any Borrowing of, conversion to or continuationthe proposed Loans in the case of a Term SOFR PortionLoans or # on the same Business Day of any conversionthe proposed Loans in the case of a Term SOFR Portion to a Base Rate Portion and # onLoans. The applicable Borrower shall deliver such notice to the requested date of any Borrowing of a Base Rate Portion. Each telephonic notice by Borrower pursuant to this [Section 2.1(c)] must be confirmed promptly by delivery to Administrative Agent in the form of a written Borrowing Request,Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Except as provided in [Section 2.2(c)], eachEach Borrowing of, conversion to or continuation of a LoanTerm SOFR Loans shall be in a principal amount of or a whole multiple of in excess thereof,thereof. Except as provided in [Section 2.03(c)], each Borrowing of or with respectconversion to Base Rate Loans shall be in a principal amount of or a whole multiple of in excess thereof. Each Committed Loan Notice shall specify # whether such Borrower is requesting a Borrowing of Term Loans, a Revolving Credit Borrowing, in an amount equal to the Revolving Credit Availability and, with respect to a Term Loan Borrowing, in an amount equal to the aggregate Term Loan Commitments at such time. Each Borrowing Request (whether telephonic or written) shall specify # whether Borrower is requesting a Syndicated Borrowing, a conversion of PortionsLoans from one Type to the other, or a continuation of Portions,Term SOFR Loans, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of PortionsLoans to be borrowed, converted or continued,continued and location of the account to which funds are to be disbursed, # the Type of PortionsLoans to be borrowed or to which existing PortionsTranche are to be converted, # if such Borrowing is a Revolving Credit Borrowing, whether such Borrowing is in Dollars, Yen, Pounds Sterling or Euro and # if applicable, the duration of the Interest Period with respect thereto. If such Borrower fails to specify a Type of PortionLoan in a Borrowing RequestCommitted Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable PortionsLoans (other than Loans denominated in an Alternative Currency) shall be made as, or converted to, Base Rate Portions.Loans. Any such automatic conversion to Base Rate PortionsLoans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Portions.Loans. If Borrower requests a Borrowing of, conversion to, or continuation of a Term SOFR Portion in any such Borrowing Request, butBorrower fails to specify an Interest Period,Period with respect to a Term SOFR Loan, it will be deemed to have specified an Interest Period of one (1) month. For avoidance of doubt, to the extent that any borrowing procedures set forth in this [Article 2] conflict with the terms and provisions of a Sweep Agreement in effect, the terms and provisions of such Sweep Agreement shall control.

Borrowing Procedure. Unless Borrower and Administrative Agent have entered into a sweep agreement regarding Borrower’s cash management and funding and pay down of the Loans hereunder in form and substance satisfactory to Borrower and Administrative Agent (“Sweep Agreement”), each SyndicatedEach Borrowing, each conversion of a PortionLoans from one Type to the other, and each continuation of a TermEurodollar RateTerm SOFR PortionLoans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone.# telephone, or # a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than # three (3)(i) threetwo Business Days prior to the requested date of any Borrowing of, conversion toto, or continuation of a Termof, Eurodollar RateTerm SOFR PortionLoans or of any conversion of a TermEurodollar RateTerm SOFR PortionLoans to a Base Rate PortionLoans, and # on the requested date of any Borrowing of a Base Rate Portion. Each telephonic notice by Borrower pursuantLoans. Except for Borrowings to this [Section 2.1(c)] must be confirmed promptly by delivery to Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of Borrower. Except as provided in [Section 2.2(c)],made on the Closing Date, each Borrowing of, conversion toto, or continuation of a Loanof, Eurodollar RateTerm SOFR Loans shall be in a principal amount of or a whole multiple of in excess thereof,thereof. Except as provided in [[Section 2.03(c) and 2.04(c)2.04(c)(i)])]])], each Borrowing of or with respectconversion to Base Rate Loans shall be in a Revolving Credit Borrowing,principal amount of or a whole multiple of in an amount equal to the Revolving Credit Availability and, with respect to a Termexcess thereof. Each Loan Borrowing, in an amount equal to the aggregate Term Loan Commitments at such time. Each Borrowing Request (whether telephonic or written)Notice shall specify # the applicable Facility and whether the Borrower is requesting a Syndicated Borrowing, a conversion of PortionsLoans from one Type to the other, or a continuation of Portions,Eurodollar RateTerm SOFR Loans, as the case may be, under such Facility, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of PortionsLoans to be borrowed, converted or continued, as applicable # the Type of PortionsLoans to be borrowed or to which existing PortionsLoans are to be converted,converted or continued, and # if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of PortionLoan in a Borrowing RequestLoan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable PortionsLoans shall be made as, or converted to, Base Rate Portions.Eurodollar RateTerm SOFR Loans with an Interest Period of one month. Any such automatic conversion to Base Rate PortionsEurodollar RateTerm SOFR Loans with an Interest Period of one month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable TermEurodollar RateTerm SOFR Portions.Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of a Termof, Eurodollar RateTerm SOFR PortionLoans in any such Borrowing Request,Loan Notice, but fails to specify an Interest Period, itthe Borrower will be deemed to have specified an Interest Period of one (1) month. For avoidance of doubt,Notwithstanding anything to the extent that any borrowing procedures set forth in this [Article 2] conflict with the terms and provisions ofcontrary herein, a Sweep Agreement in effect, the terms and provisions of such Sweep Agreement shall control.Swing Line Loan may not be made as or converted to a Eurodollar RateTerm SOFR Loan.

Borrowing Procedure. Unless BorrowerSection # Borrowings, Conversions and Administrative Agent have entered into a sweep agreement regarding Borrower’s cash management and funding and pay downContinuations of the Loans hereunder in form and substance satisfactory to Borrower and Administrative Agent (“Sweep Agreement”),Loans. (a) Each Term Borrowing, each SyndicatedRevolving Credit Borrowing, each conversion of a PortionTerm Loans or Revolving Credit Loans from one Type to the other, and each continuation of aEurocurrency Rate Loans or Term SOFR PortionLoans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than # #New York City time three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of a Term SOFR PortionEurocurrency Rate Loans or of any conversion of aBase Rate Loans to Eurocurrency Rate Loans, # New York City time two Business Days prior to the requested date of any Borrowing or continuation of Term SOFR Portion to aLoans or any conversion of Base Rate PortionLoans to Term SOFR Loans, and # New York City time on the requested date of any Borrowing of a Base Rate Portion.Loans or (if applicable) Daily SOFR Loans; provided that the notice referred to in subclause # above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of initial Credit Extensions denominated in Dollars; provided, further, that if the Borrower wishes to request 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 four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the applicable of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than , 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 . Each telephonic notice by the Borrower pursuant to this [Section‎[Section 2.1(c)02(a)] must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request,Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in [Section 2.2(c)14(a), (i)],)] each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans and # each Borrowing of or conversion to or continuation of Term SOFR Loans or (if applicable) Daily SOFR Loans shall, in each case, be in a Loanminimum principal amount of , or a whole multiple of in excess thereof. Except as provided in Sections ‎2.03(c), ‎2.04(c), ‎2.14(a), each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of or a whole multiple of in excess thereof, or with respect to a Revolving Credit Borrowing, in an amount equal to the Revolving Credit Availability and, with respect to a Termthereof. Each Committed Loan Borrowing, in an amount equal to the aggregate Term Loan Commitments at such time. Each Borrowing RequestNotice (whether telephonic or written) shall specify # whether the Borrower is requesting a SyndicatedTerm Borrowing of a particular Class, a Revolving Credit Borrowing, a conversion of PortionsTerm Loans of any Class or Revolving Credit Loans from one Type to the other, or a continuation of Portions,Eurocurrency Rate Loans or Term SOFR Loans, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of PortionsLoans to be borrowed, converted or continued, # the Type of PortionsLoans to be borrowed or to which existing PortionsTerm Loans of a Class or Revolving Credit Loans are to be converted,converted # in the case of a Revolving Credit Borrowing, the relevant Approved Currency in which such Revolving Credit Borrowing is to be denominated and # 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 PortionLoan in a Borrowing RequestCommitted Loan Notice or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable PortionsTerm Loans or Revolving Credit Loans shall be made as,as or converted to,to # in the case of any Loan denominated in Dollars, Base Rate Portions.Loans or # 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 to Base Rate PortionsLoans or 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 Portions.Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of aEurocurrency Rate Loans or Term SOFR PortionLoans in any such Borrowing Request,Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. For avoidance of doubt, toNo Loan may be converted into or continued as a Loan denominated in another Approved Currency, but instead must be prepaid in the extent that any borrowing procedures set forthoriginal Approved Currency or reborrowed in this [Article 2] conflict with the terms and provisions of a Sweep Agreement in effect, the terms and provisions of such Sweep Agreement shall control.another Approved Currency.

Borrowing Procedure. Unless Borrower and Administrative Agent have entered into a sweep agreement regarding Borrower’s cash management and funding and pay down of the Loans hereunder in form and substance satisfactory to Borrower and Administrative Agent (“Sweep Agreement”), each Syndicated Borrowing, each conversion of a Portion from one Type to the other, and each continuation of a Term SOFR Portion shall be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such# telephone or # a Committed Loan Notice; provided that any telephonic notice must be confirmed 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 # three (3)(i) two (2) Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of a Term SOFR PortionLoans or of any conversion of a Term SOFR PortionLoans to aDaily SOFR Loans or Base Rate PortionCommitted Loans, and # on the requested date of any Committed Borrowing of aDaily SOFR Loans or Base Rate Portion.Committed Loans. Each telephonic notice by Borrower pursuant to this [Section 2.1(c)] must be confirmed promptly by delivery to Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of Borrower. Except as provided in [Section 2.2(c)], eachCommitted Borrowing of, conversion to or continuation of a LoanTerm SOFR Loans shall be in a minimum principal amount of ; provided that all Committed Borrowings of, conversions to and continuations of Term SOFR Loans requested to occur on the same Business Day shall be aggregated for purposes of determining whether such minimum principal amount requirement is satisfied. Except as provided in [Section 2.03(c)], each Committed Borrowing of or conversion to Base Rate Committed Loans or Daily SOFR Loans shall be in a minimum principal amount of or a whole multiple of in excess thereof,thereof; provided that all Committed Borrowings of and conversions to Base Rate Committed Loans or Daily SOFR Loans, as applicable, requested to occur on the same Business Day shall be aggregated for purposes of determining whether such minimum principal amount requirement is satisfied with respect to a Revolving Credit Borrowing, in an amount equal to the Revolving Credit Availability and, with respect to a Termapplicable Type of Committed Loan. Each Committed Loan Borrowing, in an amount equal to the aggregate Term Loan Commitments at such time. Each Borrowing RequestNotice (whether telephonic or written) shall specify # whether the Borrower is requesting a SyndicatedRevolving Credit Borrowing, aan Incremental Term Loan Borrowing, conversion of PortionsRevolving Credit Loans or Incremental Term Loans from one Type to the other,another, or a continuation of Portions,Term SOFR Loans, # the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of PortionsCommitted Loans to be borrowed, converted or continued, # the Type of PortionsCommitted Loans to be borrowed or to which existing PortionsCommitted Loans are to be converted,converted and # if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of PortionCommitted Loan in a Borrowing RequestCommitted Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable PortionsCommitted Loans shall be made as, or converted to, Base Rate Portions.Loans. Any such automatic conversion to Base Rate PortionsLoans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Portions.Loans. If the Borrower requests a Committed Borrowing of, conversion to, or continuation of a Term SOFR PortionLoans in any such Borrowing Request,Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. For avoidance of doubt, to the extent that any borrowing procedures set forth in this [Article 2] conflict with the terms and provisions of a Sweep Agreement in effect, the terms and provisions of such Sweep Agreement shall control.

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