Common use of Loans Clause in Contracts

Loans. Buyer shall (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Date.

Loans. Buyer shall (a) Subject to the terms and conditions hereof, each Lender severally agrees during the Commitment Period to make revolving credit loans to one or more of the Permitted Borrowers in the respective applicable Core Currencies (each a “Revolving Loan” and, as the context may require, collectively with all other Revolving Loans of such Lender and with the Revolving Loans of all other Lenders, the “Revolving Loans”), provided that immediately after giving effect thereto: (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Aggregate Credit Exposure shall not exceed the Aggregate Commitments, (ii) subject to obtaining the consent of Aggregate Core Currency Credit Exposure shall not exceed the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednessAggregate Core Currency Commitments, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each Lender, (x) the aggregate principal amount of all Revolving Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent for each outstanding Alternate Core Currency Revolving Loan), plus (y) the SL/LC Credit Exposure of such Lender, shall not exceed such Lender’s Core Currency Commitment. Subject to the terms and conditions hereof, Revolving Loans shall be Core Currency Advances or, at the option of the applicable Borrower, solely with respect to Revolving Loans in Dollars, ABR Advances. The Revolving Loans, together with all accrued and unpaid interest thereon, shall mature and be due and payable in the applicable Currency on the Maturity Date. (b) Subject to and upon the terms and conditions set forth herein, the Swing Line Lender in its individual capacity agrees during the Swing Line Commitment Period to make loans to one or more of the Permitted Borrowers in the respective Transferred Employee applicable Core Currencies (each a “Swing Line Loan” and, collectively, the “Swing Line Loans”), provided that immediately after giving effect thereto: (i) the Aggregate Credit Exposure shall not exceed the Aggregate Commitments, (ii) the Aggregate Core Currency Credit Exposure shall not exceed the Aggregate Core Currency Commitments, and (iii) the aggregate outstanding principal amount of all Swing Line Loans (determined on the basis of the Dollar Equivalent for each outstanding Alternate Core Currency Swing Line Loan) shall not exceed the Swing Line Commitment. Subject to the terms and conditions hereof, Swing Line Loans, shall be Swing Line Negotiated Rate Advances or, at the option of the applicable Borrower, solely with respect to Swing Line Loans in Dollars, ABR Advances. Swing Line Loans shall mature and be due and payable on the earlier of, with respect to each Swing Line Negotiated Rate Advance and Swing Line Loan maintained as an ABR Advance, (x) the last day of the Interest Period applicable thereto and (y) the Maturity Date. (c) On any Business Day, the Swing Line Lender may, in its sole discretion, give notice to the Lenders and the Parent (on behalf of all applicable Borrowers) that its outstanding Swing Line Loans shall be funded with a borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 9(g) or (h)), in which case one or more borrowings of Revolving Loans constituting ABR Advances (or, subject to Section 3.9, constituting one or more Core Currency Advances specified by the Parent in accordance with Section 2.3(a) with a one month Interest Period (or such other Interest Period specified by the Parent in accordance with Section 2.3(a)) in the applicable Currency, as the case may be (each such borrowing a “Mandatory Borrowing”), shall be made on the fifth Business Day immediately succeeding such notice by each Lender pro rata based on its Core Currency Commitment Percentage immediately prior thereto, and the proceeds thereof shall be applied directly to the Swing Line Lender to repay the Swing Line Lender for such outstanding Swing Line Loans. Each Lender hereby irrevocably agrees to make Revolving Loans in the applicable Currency pursuant to each Mandatory Borrowing in respect of any Swing Line Loan in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swing Line Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Loans otherwise required hereunder, (ii) whether any conditions specified in Article 5 or 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, (v) the aggregate principal amount of all Loans then outstanding, and (vi) the Aggregate Commitments, the Aggregate Core Currency Commitments or the Aggregate Core Currency Credit Exposure at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of any proceeding referred to in Section 9(g) or (h)), then each Lender agrees that it shall commence forthwith purchase (as of the Closing Date date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Parent or the applicable Borrower on or after such date and continue prior to such purchase) from the Swing Line Lender such assignments in each outstanding Swing Line Loan as shall be necessary to cause the Lenders to share in each such Swing Line Loan ratably based upon their respective Core Currency Commitment Percentages at such time, provided that all interest payable on each such Swing Line Loan shall be for the account of the Swing Line Lender until the earlier date as of which the respective assignment therein is purchased and, to the extent attributable to the purchased assignment, shall be payable to the relevant Lender from and after such date. Each Lender agrees promptly to indemnify the Swing Line Lender for any costs or expenses the Swing Line Lender may incur as a result of the full amortization failure of the Transferred Employee's indebtedness or the last date on which Buyer or one of such Lender to fulfill its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited 2.1(c). (d) Subject to payroll deductions the terms and conditions hereof, each Lender in its individual capacity agrees to make at any time and from time to time during the Commitment Period a loan or loans under one or more of loan repayments by its Individual Currency Commitments to one or more of the Transferred Employees and remittance Permitted Borrowers in the respective applicable Non-Core Currencies (each an “Individual Currency Loan” and, as the context may require, collectively with all other Individual Currency Loans of those funds and such Lender and, as the related accountingcontext may require, with the Individual Currency Loans of all other Lenders, the “Individual Currency Loans”), provided that immediately after giving effect thereto: (i) the Aggregate Credit Exposure shall not exceed the Aggregate Commitments, (ii) the Aggregate Individual Currency Credit Exposure shall not exceed the Aggregate Individual Currency Commitments, and nothing herein (iii) with respect to any Lender, the aggregate principal amount of the Individual Currency Loans of such Lender denominated in an applicable Non-Core Currency shall not exceed such Lender’s Individual Currency Commitment in such applicable Non-Core Currency. Each Individual Currency Loan shall be construed to obligate Buyer to repay to Seller any portion due and payable on the earlier of (x) the last day of the outstanding indebtedness of Interest Period applicable thereto and (y) the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Maturity Date.

Loans. Buyer shall (a) On the terms and subject to the conditions set forth in this Agreement, (i) obtain each Revolving Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Revolving Loan” and collectively the “Revolving Loans”) and (ii) the Swingline Lender hereby agrees to make Swingline Loans to or on behalf of the Borrower (individually, a “Swingline Loan” and collectively the “Swingline Loans”) from time to time on any date (each such date on which a Loan is made, an “Loan Date”) during the period from the Effective Date to the end of the Revolving Period; provided that there shall be no more than two (2) Loan Dates during any calendar week (for the avoidance of doubt, a Swingline Refund Date is not in and of itself a Loan Date). The Multicurrency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.2(d). Swingline Loans will only be funded in Dollars. (b) Each Term Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Term Loan” and collectively the “Term Loans”) on the related Funding Date, pursuant to an Assignment Agreement or on any Conversion Date in each case in an aggregate principal amount at its own expense newly executed payroll deduction authorization forms from any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Transferred Employees Term Lenders, the Total Term Commitment at such time. The Multicurrency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.2(d). (c) Under no circumstances shall any Lender make a Revolving Loan or a Swingline Loan if, after giving effect to whom Seller has made outstanding education loanssuch Loan and any purchase of Eligible Collateral Obligations in connection therewith, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)i) an Unmatured Event of Default or an Event of Default would exist, (ii) subject to obtaining the consent of the applicable Transferred Employee if required by lawimmediately after giving effect thereto, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and a Borrowing Base Deficiency would exist or (iii) as soon as practicablethe Loans outstanding (using the Applicable Conversion Rate) would exceed the Facility Amount, but in no event more than thirty (30iv) daysthe Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such day, after the date or (v) a violation of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller Applicable Law would occur. Subject to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify during the Revolving Period, the Borrower may borrow, reborrow, repay and hold harmless Buyer for all claims, demands, actions, proceedings, causes prepay (subject to the provisions of action, liability, loss, cost, damage, and expense (including reasonable attorney's feesSection 2.4) in any way arising from one or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datemore Revolving Loans.

Loans. Buyer (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) obtain a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at its own expense newly executed payroll deduction authorization forms any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from all Transferred Employees time to whom Seller time. (b) On or about the date of this Agreement, Lender has made outstanding education loans, mortgage loansand fully advanced to Borrower, and relocation loans (excluding Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any Participant Loans portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Seller's Savings Plans)Term Loan. (c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) subject to obtaining repay the consent Revolving Loan, in full or in part, without penalty other than the payment of the any applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednessBreakage Fee, and (iii) as soon as practicablereborrow then unadvanced principal amounts under the Revolving Loan; provided, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything the foregoing, Lender shall not have any obligation to the contrary make Revolving Loan Advances to Borrower in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration excess of the outstanding indebtedness Maximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 Event of Default has occurred and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Dateis continuing.

Loans. Buyer (a) Subject to the terms and conditions of this Agreement, each Lender shall make Loans to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) subject the Tranche A Principal Outstanding Amount (after giving effect to obtaining the consent any Loan) of the applicable Transferred Employee if required by lawsuch ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicablethe Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), but in no event more later than thirty twelve (3012) days, after Business Days prior to the date that such increase is requested to be made effective (the effective date of deductionany such increase, remit such funds (together with an accounting a “Commitment Increase Date”); provided that identifies each Commitment Increase Date must occur on the Transferred Employees with respect to whom last Business Day of a calendar quarter. Each request by the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee Borrower pursuant to the immediately preceding sentence shall commence constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the Closing Date relevant Commitment Increase Date, and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration Agent will deliver a written confirmation to the Transferred EmployeeBorrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Seller Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall not seek to acceleratebe in a minimum amount of USD 1,000,000, cancel or otherwise change and shall be conditioned on the terms payment by the Borrower of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments fee agreed by the Transferred Employees and remittance of those funds Borrower and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary Agent in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees connection with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datesuch increase.

Loans. Buyer (a) On the terms and subject to the conditions set forth in this Agreement, each Revolving Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Revolving Loan” and collectively the “Revolving Loans”) from time to time on any date (each such date on which a Loan is made, a “Loan Date”) during the period from the Effective Date to the end of the Revolving Period. The Eligible Currency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.2(d). (b) Each Term Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Term Loan” and collectively the “Term Loans”) on the related Funding Date during the period from the Effective Date until the Term Commitment Termination Date, in each case, in an aggregate principal amount at any one time outstanding up to but not exceeding (i) obtain such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the total Term Commitment at its own expense newly executed payroll deduction authorization forms from all Transferred Employees such time. The Eligible Currency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.2(d). (c) Under no circumstances shall any Lender make a Revolving Loan if, after giving effect to whom Seller has made outstanding education loanssuch Loan and any purchase of Eligible Collateral Obligations in connection therewith, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)i) an Unmatured Event of Default or an Event of Default would exist, (ii) subject to obtaining the consent of the applicable Transferred Employee if required by lawimmediately after giving effect thereto, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednessa Borrowing Base Deficiency would exist, and (iii) as soon as practicable, but the Outstanding Loan Amount (using the Applicable Conversion Rate) would exceed (x) the Facility Amount minus (y) the difference (subject to a minimum of zero) of the Aggregate Exposure Equity Amount minus the equivalent in no event more than thirty (30) days, after the date Dollars of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employeeon deposit in the Unfunded Exposure Account or (iv) to Seller for application by Seller the Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such day. Subject to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify during the Revolving Period, the Borrower may borrow, reborrow, repay and hold harmless Buyer for all claims, demands, actions, proceedings, causes prepay (subject to the provisions of action, liability, loss, cost, damage, and expense (including reasonable attorney's feesSection 2.4) in any way arising from one or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datemore Revolving Loans.

Loans. Buyer shall (ia) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller Subject to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as terms and conditions of this Agreement, from the Closing Date and continue until the earlier of Commitment Termination Date (i) Lender agrees to make available to Borrower advances (each, a “Revolving Credit Advance”) in an aggregate outstanding amount not to exceed the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of Borrowing Availability, and (ii) Borrower may at its Affiliates pays remuneration request from time to the Transferred Employee. Seller shall not seek to acceleratetime borrow, cancel or otherwise change the terms of any education loansrepay and reborrow, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting1.1. The Revolving Credit Loan shall be evidenced by, and nothing herein be repayable in accordance with the terms of, the Revolving Credit Note and this Agreement. (b) Borrower shall request each Revolving Credit Advance by written notice to Lender substantially in the form of Exhibit A (each a “Notice of Revolving Credit Advance”) given no later than 11:00 A.M. New York City time on the Business Day of the proposed advance. Lender shall be construed fully protected under this Agreement in relying upon, and shall be entitled to obligate Buyer rely upon, (i) any Notice of Revolving Credit Advance believed by Lender to repay to Seller any portion be genuine, and (ii) the assumption that the Persons making electronic requests or executing and delivering a Notice of Revolving Credit Advance were duly authorized, unless the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything responsible individual acting thereon for Lender shall have actual knowledge to the contrary contrary. As an accommodation to Borrower, Lender may permit telephonic, electronic or facsimile requests for a Revolving Credit Advance and electronic or facsimile transmittal of instructions, authorizations, agreements or reports to Lender by Borrower. Unless Borrower specifically directs Lender in Article 12 of this Agreement writing not to accept or Section 11.6 of this Agreementact upon telephonic, Seller facsimile or electronic communications from Borrower, Lender shall indemnify and hold harmless Buyer have no liability to Borrower for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from loss or incurred damage suffered by Borrower as a result of Buyer's administration Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Lender by Borrower and Lender shall have no duty to verify the origin of any such communication or the identity or authority of the outstanding indebtedness or Person sending it. At the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in time it delivers any Notice of Revolving Credit Advance, Borrower shall deliver to Lender any changes to the disclosure schedules to this Section 11.3.1 and the amount and nature Agreement, a copy of this indebtedness which schedules shall be identified on a Schedule 11.3.1 appropriately marked against the disclosure schedules previously delivered to Lender to identify such changes, and, upon Lender’s approval thereof in Lender’s sole discretion, the disclosure schedules hereto will be prepared by Seller and submitted deemed amended to Buyer before the Closing Datereflect such changes.

Loans. Buyer shall Subject to the terms and conditions set forth herein, each Lender severally agrees to make Loans to the Borrowers from time to time in US Dollars or in Cdn. Dollars, in each case on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loansthe Total Outstandings shall not exceed the Aggregate Commitments, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to obtaining the consent of other terms and conditions hereof, the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations Borrowers may borrow under this Section 11.3.1 2.01, prepay under Section 2.04, and reborrow under this Section 2.01. Loans may be made, at the option of the Borrowers, in US$ as US Base Rate Loans to the Canadian Borrower, US Prime Rate Loans to the US Borrowers or Eurocurrency Rate Loans to any Borrower, or in Cdn$ as Cdn. Prime Rate Loans or Bankers’ Acceptances (or BA Equivalent Notes). In addition to the foregoing, certain Loans may be made to the Borrowers to the extent they are limited deemed to payroll deductions of loan repayments by the Transferred Employees be made in accordance with Sections 2.02(c), 2.02(g), 2.03(c)(i)(B), 2.03(c)(ii), 3.02, 3.03 and remittance of those funds 3.07. The Borrowers and the related accountingLenders each hereby agree that all “Loans” (as defined in the Existing Credit Agreement), and nothing herein if any, outstanding under the Existing Credit Agreement on the Closing Date, shall be construed deemed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of be Loans made under this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified redistributed amongst the Lenders according to their respective Pro Rata Shares on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Date.

Loans. Buyer shall (ia) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees Subject to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change upon the terms of any education loansand conditions herein set forth, mortgage loans, each Lender having an Initial Term Loan Commitment severally agrees to make (or relocation loans made by Seller to such Transferred Employees, except in the case of any Rollover Lender (as defined in the First Incremental Agreement) on the First Incremental Agreement Effective Date, be deemed to make) (or in the case of any Rollover Lender (as defined in the Second Incremental Agreement) on the Second Incremental Agreement Effective Date, be deemed to make) a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited loan or loans (each, an “Initial Term Loan”) to payroll deductions the Borrower, which Initial Term Loans (iA) shall not exceed, for any such Lender, the Initial Term Loan Commitment of loan repayments by such Lender, (iiB) shall not exceed, in the Transferred Employees and remittance of those funds and aggregate, the related accountingTotal Initial Term Loan Commitment, and nothing herein (iiiC) shall be construed to obligate Buyer to repay to Seller any portion made (x) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the outstanding indebtedness definition of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided thatInitial Term Loan Commitments, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Date, (y) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (b) of the definition of Initial Term Loan Commitments, on the First Incremental Agreement Effective Date, and (z) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (c) of the definition of Initial Term Loan Commitments, on the Second Incremental Agreement Effective Date, (ivD) shall be denominated in Dollars, (vE) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (viF) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full.

Loans. Buyer The loans and other extensions of credit originated at the Branches, listed in Schedule 2.1(f) hereto, together with all security interests, mortgages, guaranties and collateral related thereto at their respective outstanding principal amounts, together with all unpaid interest thereon and fees, as of the close of business on the Closing Date (the “Loans”); provided, however, that the Loans shall not include (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings PlansLoan specified in Confidential Schedule 2.1(f)(i), ; (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to any Loan which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence is on a nonaccrual basis as of the Closing Date and continue until (which term shall include loans which the earlier collateral securing same has been repossessed or in which collection efforts have been instituted or any Loan upon which insurance has been force-placed); (iii) any Loan that is thirty (30) days or more past due as of the full amortization Closing Date; (iv) any Loan that has been or becomes classified consistent with Seller’s past practice regarding loan classifications as “watch,” “special mention,” “substandard,” “doubtful,” or “loss”, and remains classified as of the Transferred Employee's indebtedness Closing Date; (v) any modified or restructured Loan classified as a troubled debt restructuring according to GAAP (“TDR”), either at the last date on which Buyer time of or one of its Affiliates pays remuneration to after the Transferred Employee. Seller shall not seek to acceleratemodification or restructuring, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion as of the outstanding indebtedness of Closing Date; (vi) any Loan as to which the Transferred Employees that are not otherwise discharged by borrower has filed a petition for relief under the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement United States Bankruptcy Code on or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Date.; (vii) any Loan as to which the borrower is deceased as of the Closing Date, (viii) any Loan originated by Seller for sale in the secondary market and classified as held-for-sale by the Seller as of the Closing Date; and (ix) any Loan originated or renewed on or before the Closing Date that was not originated or renewed in conformance with Section 8.2(b)(vii) hereof;

Loans. Buyer shall (iEach Term A Loan Lender set forth on Schedule I-A hereto agrees, severally and not jointly, to make, on the Restatement Date, a Term A Loan to the Borrower as set forth in Section 2.1(b)(i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees of the Restated Credit Agreement. Each Term B Loan Lender set forth on Schedule I-B hereto agrees, severally and not jointly, to whom Seller has made outstanding education loansmake, mortgage loanson the Restatement Date, a Term B Loan to the Borrower as set forth in Section 2.1(b)(ii) of the Restated Credit Agreement. Each Revolving Credit Lender set forth on Schedule I-C hereto agrees, severally and not jointly, to provide Revolving Credit Commitments after the Restatement Date, and relocation loans (excluding any Participant from time to time make Revolving Loans under to the Seller's Savings Plans)Borrower as set forth in Section 2.1(a) of the Restated Credit Agreement. The proceeds of the Loans are to be used by the Borrower solely for the purposes set forth in Recital D of this Amendment. For the avoidance of doubt, from and after the Restatement Date, (iia) subject references in the Restated Credit Agreement to obtaining the consent of “Term A Loans” shall include the applicable Transferred Employee if required Term A Loans made by law, continue the payroll deductions pursuant Term A Loan Lenders to which such Transferred Employees are discharging such indebtednessthe Borrower on the Restatement Date and shall exclude the Term A Loans (as defined in the Existing Credit Agreement) made by the Term A Loan Lenders (as defined in the Existing Credit Agreement) on the Effective Date, and (iiib) references in the Restated Credit Agreement to the “Term B Loans” shall include the Term B Loans made by the Term B Loan Lenders to the Borrower on the Restatement Date and shall exclude the Term B Loans (as soon defined in the Existing Credit Agreement) made by the Term B Loan Lenders (as practicabledefined in the Existing Credit Agreement) on the Effective Date, but (c) references in no event more than thirty (30) days, the Restated Credit Agreement to the “Revolving Loans” shall include the Revolving Loans made by the Revolving Credit Lenders to the Borrower from time to time after the date of deduction, remit such funds Restatement Date and shall exclude the Revolving Loans (together with an accounting that identifies as defined in the Transferred Employees with respect to whom Existing Credit Agreement) made by the funds were deducted and Revolving Credit Lenders (as defined in the amount deducted for each Transferred EmployeeExisting Credit Agreement) to Seller for application by Seller prior to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Restatement Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except (d) references in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited Restated Credit Agreement to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Date.the

Loans. Buyer shall (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans under the Revolving Line of Credit to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount; provided that, after giving effect to any Borrowing, (i) obtain at its own expense newly executed payroll deduction authorization forms from the aggregate Outstanding Amount of all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Revolving Line of Credit Loans under shall not exceed the Seller's Savings Plans)Revolving Line of Credit Commitment Amount, (ii) subject to obtaining the consent aggregate Outstanding Amount of all Loans shall not exceed the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, Aggregate Commitments and (iii) as soon as practicablethe aggregate Outstanding Amount of the Revolving Line of Credit Loans of any Lender shall not exceed such Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount. Within the limits of each Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller subject to the Transferred Employees' outstanding indebtednessother terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.03, and reborrow under this Section 2.01(a). Buyer's obligation with respect to each respective Transferred Employee pursuant Revolving Line of Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (b) Subject to the preceding sentence shall commence as of terms and conditions set forth herein, each Lender severally agrees to make term loans under the Term Commitment to the Borrower on a single Business Day during the period from the Closing Date to and continue until the earlier including November 16, 2004 in an aggregate amount not to exceed such Lender’s Pro Rata Share of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselvesTerm Commitment Amount; provided that, notwithstanding anything after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Term Commitment Loans shall not exceed the Term Commitment Amount, (ii) the aggregate Outstanding Amount of all Loans shall not exceed the Aggregate Commitments and (iii) the aggregate Outstanding Amount of the Term Commitment Loans of any Lender shall not exceed such Lender’s Pro Rata Share of the Term Commitment Amount. Subject to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreementother terms and conditions hereof, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in Borrower may borrow under this Section 11.3.1 2.01(b) and the amount and nature of prepay under Section 2.03; provided that, once repaid or prepaid, no amounts may be reborrowed under this indebtedness shall Section 2.01(b). Term Commitment Loans may be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing DateBase Rate Loans or Eurodollar Rate Loans, as further provided herein.

Loans. Buyer shall (a) Subject to the terms and conditions set forth herein, each Revolver Lender severally agrees to make loans (each such loan, a “Revolver Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolver Commitment; provided, however, that after giving effect to any Revolver Borrowing, (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, the Total Revolver Outstandings shall not exceed the Aggregate Revolver Commitments and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) the aggregate Outstanding Amount of the Revolver Loans of any Revolver Lender, plus such Revolver Lender’s Applicable Revolver Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolver Lender’s Applicable Revolver Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolver Commitment. Within the limits of each Lender’s Revolver Commitment, and subject to obtaining the consent of other terms and conditions hereof, the applicable Transferred Employee if required by law, continue the payroll deductions pursuant Borrower’s ability to which such Transferred Employees are discharging such indebtednessobtain Revolver Loans shall be fully revolving, and accordingly the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolver Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (iiib) as soon as practicableSubject to the terms and conditions set forth herein, but in no event more than thirty each Term Lender severally agrees to make a term loan (30each, a “Term Loan”) days, after to the date of deduction, remit such funds Borrower on the Closing Date (together with an accounting that identifies the Transferred Employees or on any Increase Effective Date with respect to whom increases in the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee Term Commitments pursuant to Section 2.14), in an aggregate amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect thereto, the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller Total Term Outstandings shall not seek to accelerate, cancel or otherwise change exceed the terms Aggregate Term Commitments. No portion of any education loansTerm Loan that has been repaid may be reborrowed. The Term Loans may be Base Rate Loans or Eurodollar Rate Loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; as further provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Dateherein.

Loans. Buyer shall (ia) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees Subject to whom Seller has made outstanding education loans, mortgage loansfulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and relocation provided that no Default shall have occurred and be continuing hereunder, the Lender agrees from time to time, on the terms and conditions of this Loan Agreement, to make loans (excluding individually, a "Loan"; ---- collectively, the "Loans") to the Borrower in Dollars, from and including the ----- Effective Date to and including the Termination Date in an aggregate principal amount at any Participant one time outstanding up to but not exceeding the Maximum Credit as in effect from time to time. (b) Subject to the terms and conditions of this Loan Agreement, during such period the Borrower may borrow, repay and reborrow hereunder. (c) In no event shall a Loan be made when any Default or Event of Default has occurred and is continuing. (d) In determining at any time to what extent Loans under are Tranche A Loans, Tranche B Loans, Tranche C Loans, Tranche D Loans, or Tranche Wet-Ink Loans, the Seller's Savings Plans)Collateral Value of each Mortgage Loan shall be taken into account in the following order of priority: (a) first, the Collateral Value of all 'A' Credit ----- Mortgage Loans shall be taken into account to determine the amount of Tranche A Loans, (iib) subject second, the Collateral Value of all 'B' Credit Mortgage Loans shall ------ be taken into account to obtaining determine the consent amount of Tranche B Loans, (c) third, the applicable Transferred Employee if required by law----- Collateral Value of all 'C' Credit Mortgage Loans shall be taken into account to determine the amount of Tranche C Loans, continue (d) fourth, the payroll deductions pursuant Collateral Value of all ------ 'D' Credit Mortgage Loans shall be taken into account to which such Transferred Employees are discharging such indebtednessdetermine the amount of Tranche D Loans, and (iiie) as soon as practicablefifth, but in no event more than thirty (30) days, after the date Collateral Value of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect all Wet-Ink Mortgage ----- Loans shall be taken into account to whom the funds were deducted and determine the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtednessof Tranche Wet-Ink Loans. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein All Loans shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided thateither Tranche A Loans, notwithstanding anything to the contrary in Article 12 of this Agreement Tranche B Loans, Tranche C Loans, Tranche D Loans or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing DateTranche Wet-Ink Loans.

Loans. Buyer shall (a) Each Bank severally agrees, on the terms and conditions of this Agreement, to make loans to the Borrowers in Dollars during the period from and including the Effective Date to but not including the Commitment Termination Date in an aggregate principal amount as to all Borrowers at any one time outstanding up to but not exceeding the amount of the Commitment of such Bank as in effect from time to time; provided that (i) obtain the aggregate principal amount of all Syndicated Loans, together with the aggregate principal amount of all Money Market Loans, at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made any one time outstanding education loans, mortgage loans, shall not exceed the aggregate amount of the Commitments at such time and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject the aggregate principal amount of all Syndicated Loans made to obtaining AGFI, together with the consent aggregate principal amount of all Money Market Loans made to AGFI, at any one time outstanding shall not exceed $400,000,000. Subject to the foregoing and the other terms and conditions of this Agreement, during such period any Borrower may borrow, repay and reborrow the amount of the applicable Transferred Employee Commitments by means of Base Rate Loans and Eurodollar Loans and may Convert Syndicated Loans of one Type into Syndicated Loans of another Type (as provided in Section 2.09 hereof) or Continue Syndicated Loans of one Type as Syndicated Loans of the same Type (as provided in Section 2.09 hereof); provided that there may be no more than ten different Interest Periods for both Syndicated Loans and Money Market Loans outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if required they are coterminous). (b) Notwithstanding anything to the contrary contained in Section 3.01, each Borrower may, by lawnotice to the Administrative Agent not later than 11:00 a.m. (New York City time) three Business Days prior to the Commitment Termination Date, continue convert all Syndicated Loans made to it that are outstanding on the payroll deductions pursuant to Commitment Termination Date into term loans in Dollars (such converted loans, each a “Term Loan” and collectively, the “Term Loans”) which such Transferred Employees are discharging such indebtednessshall mature, and (iii) as soon as practicablebe due and payable, but in no event more than thirty (30) days, after on the date of deduction, remit such funds (together with an accounting that identifies which is the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as first anniversary of the Closing Commitment Termination Date and continue until (or, if such date is not a Business Day, the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselvesnext preceding Business Day); provided that, notwithstanding anything both on the date of such notice and on the Commitment Termination Date, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrowers set forth in Section 7 hereof (other than the last sentence of Section 7.02 hereof and Section 7.03 hereof) shall be true and complete with the same force and effect as if made on and as of the date of such conversion (or, if any such representation or warranty is stated to have been made as of a specific date, as of such specific date); and provided, further, that after giving effect to such conversion the contrary Banks shall have no further obligation to make any additional Loans. Each Term Loan shall bear interest, until the payment in Article 12 full thereof, at the rates that Loans of the same Type bear pursuant to this Agreement or Section 11.6 and shall otherwise constitute a Loan for all purposes of this Agreement, Seller shall indemnify and hold harmless Buyer . Each Borrower hereby promises to pay to the Administrative Agent for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration account of the Banks, on such maturity date, the unpaid principal amount of all outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 Term Loans made to be prepared by Seller and submitted to Buyer before the Closing Dateit hereunder.

Loans. Buyer shall (a) Subject to all of the terms and conditions hereof, the Lenders hereby agree to make revolving Loan Advances to the Borrower under the Revolving Facility between the date hereof and the Revolving Facility Maturity Date; provided, that the (i) obtain Total Outstandings shall at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loansno time exceed the lesser of (A) the Total Commitment or (B) the Borrowing Base Value; (the lesser of (A) or (B) being the “Maximum Loan Amount”), and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller Total Revolving Outstandings shall not seek to accelerate, cancel or otherwise change exceed the terms of any education loans, mortgage loans, or relocation loans Total Revolving Commitments. Loan Advances made by Seller to such Transferred Employees, except under the Revolving Facility only may be repaid and reborrowed in accordance with the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 provisions of this Agreement. (b) Subject to all of the terms and conditions hereof, Seller each Lender hereby agrees to make a Loan Advance to the Borrower under the Term Facility on the date hereof in an amount equal to such Lender’s Term Commitment. The Term Facility may not be reborrowed under any circumstances, and, subject to the provisions of Section 2.1.1(d) below, shall indemnify be fully advanced upon the execution and hold harmless Buyer for all claimsdelivery of the Loan Documents. (c) The obligations of the Lenders hereunder are several and independent and not joint. No Lender shall become obligated to advance more than its Commitment Percentage of a respective Loan including, demandswithout limitation, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration the failure of any Lender to fulfill its obligations hereunder. (d) Provided no Default or Event of Default shall then be in existence, the Borrower shall have the right, on one or more occasions prior to the Revolving Facility Initial Maturity Date, to elect to increase the Total Commitment; provided, however, that (i) the amount of each such increase shall not be less than Ten Million Dollars ($10,000,000) or in increments of Five Million Dollars ($5,000,000.00 ) in excess thereof, and (ii) the aggregate amount of all such increases shall not cause the Total Commitment to exceed Seven Hundred Fifty Million Dollars ($750,000,000). Any such increase in the Total Commitment shall be allocated to the Revolving Facility and/or the Term Facility in such amounts as the Borrower may request. Such right may be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitment and to which of the outstanding indebtedness Revolving Facility and/or the Term Facility such request is being made. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the payroll deduction authorization process Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the L/C Issuer (which approvals shall not be unreasonably withheld, conditioned or delayed), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement (each a “Joinder Agreement”) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments among the Term Facility and the Revolving Facility, and if such increase is not pro rata among the Revolving Facility and the Term Facility, the new or increased Commitments issued in connection with such increase, and the existing Revolving Commitments and Term Commitments of the Lenders, shall be adjusted (but any existing Commitment of a Lender will not be increased unless such Lender has elected to increase its Commitment) so as described aboveto at all times provide that each Lender shall have a pro rata Commitment in each of the Revolving Facility and the Term Facility. All Transferred Employees The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with outstanding indebtedness such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as described of the Increase Effective Date signed by an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 11.3.1 2.1.1(d), the representations and warranties contained in Section 6.8 shall be deemed to refer to the most recent statements furnished to the Administrative Agent pursuant to Section 7.2.1 and Section 7.2.2, and except as to the representations and warranties in Sections 6.4, 6.7, 6.9, and 6.14 which may be modified only to reflect events occurring after the date hereof as specifically disclosed in writing to Administrative Agent prior to or simultaneously with such written request and (B) no Default or Event of Default exists. The Borrower shall prepay amounts of the Loan outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 2.3.15) to the extent necessary to keep the outstanding Loan ratable with any revised Commitment Percentages arising from any non-ratable increase in the Commitments under this Section, with the amount and nature of this indebtedness any increase in the Term Facility being funded on such Increase Effective Date. This Section shall be identified on a Schedule 11.3.1 supersede any provisions in Sections 12.2 or 13.4.1 to be prepared by Seller and submitted to Buyer before the Closing Datecontrary.

Loans. Buyer shall (a) On the terms and subject to the conditions set forth in this Agreement, (i) obtain at its own expense newly executed payroll deduction authorization forms each Revolving Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Revolving Loan” and collectively the “Revolving Loans”) and (ii) the Swingline Lender hereby agrees to make Swingline Loans to or on behalf of the Borrower (individually, a “Swingline Loan” and collectively the “Swingline Loans”) from all Transferred Employees time to whom Seller has time on any date (each such date on which a Loan is made, an “Loan Date”) during the period from the Effective Date to the end of the Revolving Period; provided that there shall be no more than two (2) Loan Dates during any calendar week (for the avoidance of doubt, a Swingline Refund Date is not in and of itself a Loan Date). The Multicurrency Loans shall be made outstanding education loanssolely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, mortgage loansin each case in accordance with Section 2.2(d). Swingline Loans will only be funded in Dollars. The Borrower shall not request, and relocation loans the Lenders shall have no obligation to advance, any Loan during the Revolving Period if the Advance Rate Cap Condition is not satisfied or would not be satisfied on a pro forma basis after taking into account any such advance of a Loan. (excluding b) Each Term Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Term Loan” and collectively the “Term Loans”) on the related Funding Date, pursuant to an Assignment Agreement or on any Participant Conversion Date in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time. The Multicurrency Loans under shall be made solely by the Seller's Savings PlansMulticurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.2(d). (c) Under no circumstances shall any Lender make a Revolving Loan or a Swingline Loan if, after giving effect to such Loan and any purchase of Eligible Collateral Obligations in connection therewith, (i) an Unmatured Event of Default or an Event of Default would exist, (ii) subject to obtaining the consent of the applicable Transferred Employee if required by lawimmediately after giving effect thereto, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and a Borrowing Base Deficiency would exist or (iii) as soon as practicablethe Loans outstanding (using the Applicable Conversion Rate) would exceed the Facility Amount, but in no event more than thirty (30iv) daysthe Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such day, after (v) a violation of Applicable Law would occur or (vi) the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller Advance Rate Cap Condition is not satisfied. Subject to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify during the Revolving Period, the Borrower may borrow, reborrow, repay and hold harmless Buyer for all claims, demands, actions, proceedings, causes prepay (subject to the provisions of action, liability, loss, cost, damage, and expense (including reasonable attorney's feesSection 2.4) in any way arising from one or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datemore Revolving Loans.

Loans. Buyer shall (i) obtain at its own expense newly executed payroll deduction authorization forms from During the Commitment Period, subject to the terms and conditions hereof, each Lender agrees to make Loans to Borrower in the aggregate amount up to but not exceeding such Lender's Commitment; provided, after giving effect to the making of any Loans in no event shall the Total Utilization of Commitments exceed the lesser of the (A) Commitments then in effect and (B) Loan Availability. Amounts borrowed pursuant to this Section 2.1(a) may be repaid and reborrowed during the Commitment Period. Each Lender's Commitment shall expire on the Commitment Termination Date and all Transferred Employees Loans and all other amounts owed hereunder with respect to whom Seller has made outstanding education loans, mortgage loans, the Loans and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), Commitments shall be paid in full no later than such date. (ii) subject to obtaining the consent Loans shall be made in a minimum amount of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, $5,000,000 and integral multiples of $1,000,000 in excess thereof. (iii) as soon as practicableWhenever Borrower desires that Lenders make Loans, but Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (New York City time) at least three Business Days in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as advance of the Closing proposed Credit Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Transferred EmployeeLoan that is a Base Rate Loan. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees Except as otherwise provided herein, a Funding Notice for a Loan that is a Eurodollar Rate Loan shall be irrevocable on and remittance of those funds and after the related accountingInterest Rate Determination Date, and nothing herein Borrower shall be construed bound to obligate Buyer make a borrowing in accordance therewith. (iv) Notice of receipt of each Funding Notice in respect of Loans, together with the amount of each Lender's Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by Administrative Agent to repay each applicable Lender by telefacsimile with reasonable promptness, but not later than 2:00 p.m. (New York City time) on the same day as Administrative Agent's receipt of such Notice from Borrower. (v) Each Lender shall make the amount of its Loan available to Seller any portion Administrative Agent not later than 12:00 Noon (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Administrative Agent's Principal Office. Except as provided herein, upon satisfaction or waiver of the outstanding indebtedness conditions precedent specified herein, Administrative Agent shall make the proceeds of such Loans available to Borrower on the Transferred Employees that are not otherwise discharged applicable Credit Date by the Transferred Employees themselves; provided that, notwithstanding anything causing an amount of same day funds in Dollars equal to the contrary in Article 12 proceeds of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising such Loans received by Administrative Agent from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 Lenders to be prepared credited to the account of Borrower at the Administrative Agent's Principal Office or such other account as may be designated in writing to Administrative Agent by Seller and submitted to Buyer before the Closing DateBorrower.

Loans. Buyer shall (ia) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees Subject to whom Seller has made outstanding education loansthe terms and conditions set forth herein, mortgage loans, and relocation loans each Initial Lender severally agrees to make a single term loan (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee“Initial Loan”) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of Borrower on the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case amount of a default by a Transferred Employeesuch Initial Lender’s Commitment. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that The Commitments are not otherwise discharged by revolving in nature and shall terminate at the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 close of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified business on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Date. (b) Each Lender severally agrees, if the Initial Loans have not been repaid prior to the Initial Maturity Date, that the then outstanding principal amount of each of its Initial Loans shall be automatically converted into a loan (individually, an “Extended Loan” and collectively, the “Extended Loans”) to the Borrower on the Initial Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Initial Loan or Loans upon satisfaction of the following conditions: (i) no Default shall have occurred and be continuing; (ii) the Borrower shall have paid, or caused to be paid, in full all fees then due pursuant to Section 2.06; (iii) any Note requested pursuant to Section 2.08 to evidence Extended Loans shall have been duly issued; and (iv) no order, decree or injunction from any Governmental Authority enjoining the conversion of any Initial Loan into an Extended Loan shall be in effect. Upon the conversion of the Initial Loans into Extended Loans, each Lender shall cancel on its records a principal amount of the Initial Loans held by such Lender corresponding to the principal amount of the Extended Loans issued to such Lender, which corresponding principal amount of the Initial Loans shall be satisfied by the conversion of such Initial Loans into Extended Loans in accordance with this Section 2.01(b).

Loans. Buyer shall (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loansshall not exceed, mortgage loansfor any such Lender, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Initial Term Loan Commitment of such Lender, (ii) subject to obtaining shall not exceed, in the consent of aggregate, the applicable Transferred Employee if required by lawTotal Initial Term Loan Commitment, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of be made on the Closing Date and continue until shall be denominated in Dollars, (iv) may, at the earlier option of the full amortization Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration Lenders pursuant to the Transferred Employeesame Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. Seller On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (i) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not seek exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to acceleratethe application of the proceeds thereof, cancel result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date (provided that notwithstanding the foregoing, the aggregate amount of all Revolving Credit Loans made on the Closing Date shall not exceed the Initial Revolving Borrowing Amount), (E) may at the option of the Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise change specifically provided herein, consist entirely of Revolving Credit Loans of the terms same Type and (F) may be repaid and reborrowed in accordance with the provisions hereof. (ii) On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Eurodollar Loan; provided that (i) any education loansexercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan and (ii) in exercising such option, mortgage loanssuch Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or relocation loans made by Seller refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to such Transferred Employees, except it and in the case event of a default by a Transferred Employee. Buyer's obligations such request for costs for which compensation is provided under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller the provisions of Section 2.10 shall indemnify apply). (i) Subject to and hold harmless Buyer for upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all claimsLenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, demands(E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, actionsall outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, proceedings(y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing. (ii) On any Business Day, causes the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of actionRevolving Credit Loans, liabilityin which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, loss, cost, damagea “Mandatory Borrowing”) shall be made on the same Business Day by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and expense the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon same Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding indebtedness Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase. (iii) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 Administrative Agent and the amount Borrower, executed by the Borrower, the Administrative Agent and nature such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this indebtedness Agreement and (ii) references herein to the term “Swingline Lender” shall be identified on deemed to include such Revolving Credit Lender in its capacity as a Schedule 11.3.1 lender of Swingline Loans hereunder. (iv) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to be prepared such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by Seller and submitted it prior to Buyer before the Closing Datesuch termination, but shall not make any additional Swingline Loans.

Loans. Buyer (Section 1.1): (a) Term Loan. A Loan (the "Term Loan") in the amount of $12,000,000, which shall (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loansbe disbursed in one disbursement concurrently herewith, and relocation shall be subject to the following terms: (1) From the first disbursement of the Term Loan, Borrower shall repay in full the entire unpaid principal balance of all loans (excluding any Participant Loans made by SVB and ORIX to Borrower under the Seller's Savings PlansLoan and Security Agreement dated November 4, 2003 among ORIX, Borrower and SVB, and all accrued interest thereon and all other sums due in connection therewith. (2) The principal amount of the Term Loan shall be paid as follows: 30 equal monthly payments of $400,000. each, commencing February 1, 2008, and continuing on the first day of each succeeding month until the Maturity Date, on which date the entire unpaid principal balance of the Loans, plus all accrued and unpaid interest shall be due and payable. (3) Accrued interest on the Term Loan for each month shall be payable monthly, by the fifth day of the following month, commencing January 5, 2006, as provided in Section 1.3 above. (4) Loans may not be reborrowed after they have been repaid. SCHEDULE TO LOAN AND SECURITY AGREEMENT (b) Equipment Loans. Loans (the "Equipment Loans") in the total amount of $3,000,000 (including all Existing Equipment Loans, as defined below), (ii) which shall be subject to obtaining the consent following terms: (1) Loans made pursuant to the Equipment Loan and Security Agreement between Borrower and ORIX dated February 28, 2005 (the "Existing Equipment Loans") shall, for all purposes, be deemed to be "Equipment Loans" hereunder and shall be governed exclusively by this Loan Agreement and shall be subject to all of the applicable Transferred Employee if required by lawterms and conditions hereof. The Existing Equipment Loans shall continue to be paid in 33 equal monthly installments, continue commencing on the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, first day of the fourth month after the date of deductionthe disbursement of such Loan and continuing on the first day of each month thereafter until paid in full. (Thus, remit for example, for an Existing Term Loan disbursed on March 12, 2005, the first payment of principal would be due on July 1, 2005.) (2) Each Equipment Equipment Loan shall be made in an amount not to exceed 100% of the net purchase price (as hereinafter defined) of new Equipment, and related software constituting "soft costs" (as hereinafter defined), in each case, purchased by Borrower in an arms length transaction and which meets the following requirements (collectively, the "Specified Equipment and Software"): (A) such funds Equipment or such software was purchased within 120 days prior to the date of the disbursement of such Equipment Loan; (together B) such Equipment or such software is acceptable to ORIX in its good faith business judgment; (C) such Equipment or such software is subject to a first priority perfected security interest in favor of ORIX (with an accounting that identifies priority over all other security interests including Permitted Liens). As used herein "net purchase price" means the Transferred Employees actual purchase price of the Specified Equipment and Software. Anything herein to the contrary notwithstanding, the total principal amount of Equipment Loans made with respect to whom the funds were deducted following (collectively, "soft costs") may not exceed the total principal amount of all Equipment Loans made hereunder: software, leasehold improvements, taxes, freight, delivery, insurance, set-up, training, manuals, fees, service charges and other similar "soft cost" items. SCHEDULE TO LOAN AND SECURITY AGREEMENT (3) At least 10 Business Days prior to a requested disbursement of an Equipment Loan, Borrower shall provide ORIX with a listing of the amount deducted for each Transferred EmployeeSpecified Equipment and Software (including detail relative to applicable soft costs) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to which the Equipment Loan is to be made, copies of invoices relating thereto and such other information as ORIX shall request in its discretion. (4) Equipment Loans shall be made in disbursements of not less than $500,000 each. (5) Equipment Loans may not be reborrowed after they have been repaid. (6) Equipment Loans will not be disbursed after December 31, 2005. (7) The principal amount of each respective Transferred Employee pursuant to Equipment Loan shall be paid as follow: 33 equal monthly installments, commencing on the preceding sentence shall commence as first day of the Closing Date and continue until fourth month after the earlier date of the full amortization disbursement of such Equipment Loan and continuing on the first day of each month thereafter until paid in full. (Thus, for example, for a Equipment Loan disbursed on March 12, 2006, the first payment of principal would be due on July 1, 2006.) (8) Interest accrued on the Equipment Loans for each month shall be payable monthly no later than the fifth day of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accountingfollowing month, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Dateat maturity.

Loans. Buyer shall (i) obtain at its own expense newly executed payroll deduction authorization forms from Subject to Section 2, we agree to lend to you the Initial Loan. You understand and agree that we are not required to send you the Initial Loan until you have provided us with all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, documents and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent fully met all conditions required by this Agreement. If there is a delay in your receipt of the applicable Transferred Employee if required by lawInitial Loan for these or any other reasons, continue you agree that there will be no adverse consequence to us. Subject to the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednessterms and conditions set forth in this Agreement, and (iii) as soon as practicable, but in no event more than thirty (30) days, on a fixed day of each month occurring after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted Effective Date and the disbursement of the Initial Loan (each, a "Disbursement Date") (unless such day is not a business day for us, in which case the Disbursement Date for such month will be the immediately succeeding business day) we agree to lend (each such loan, a "Loan" and collectively with the Initial Loan, the "Loan") you an amount deducted not to exceed the Loan Amount for such month, provided that no Loan shall be for an amount less than $10,000 (the “Minimum Loan Amount"). We will notify you in writing of the Disbursement Date and the date the Initial Term ends; you and we agree that the Disbursement and Termination Dates set forth in such notice constitute a part of and are incorporated into this Agreement. For purposes hereof, "Loan Amount" for any month shall mean an amount not to exceed (a) for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except month in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 first six (6) month period of this Agreement, Seller the amount set out in Section B above as the Initial Loan and (b) for each month in any additional six (6) month period of this Agreement "Subsequent Period", the amount notified to you at least fifteen (15) days prior to the first scheduled Disbursement Date occurring in the applicable Subsequent Period, provided that the Loan Amount for any month may not exceed $1,000,000. For purposes hereof, "Settlement Amounts" shall indemnify mean, for any applicable period, the sum of (i) all proceeds, settlements, payments or other amounts("Amex Settlement Amounts") with respect to all forms of American Express bank cards and hold harmless Buyer other American Express payment devices used by you for all claimselectronic transactions (whether or not such devices were in use when this Agreement was made), demandsincluding credit, actionsdebit, proceedingscharge, causes of actionsmart, liabilityelectronic benefit transfer, loss, cost, damagecontactless and RFID-enabled cards ("Amex Cards") that you receive, and expense (ii) all proceeds, settlements, payments or other amounts (other than Amex Settlement Amounts) ("Other Network Settlement Amounts") with respect to all forms of bank cards and other payment devices used by you for electronic transactions (whether or not such devices were in use when this Agreement was made), including reasonable attorney's feescredit, debit, charge, smart, electronic benefit transfer, contactless and RFID-enabled cards (other than Amex Cards), ("Other Network Cards", together with the Amex Cards, collectively, the "Cards") in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datethat you receive.

Loans. Buyer (a) Subject to the terms and conditions set forth in this Agreement, each of the 2027 Term Lenders severally agrees to make a term loan (each, a “2027 Closing Date Loan”) to the Borrower in Dollars on the Closing Date, in an aggregate principal amount not to exceed its Applicable Percentage of $150,000,000; provided, that in all events no Default or Event of Default shall (i) obtain at have occurred and be continuing, the aggregate Outstanding amount of such Lender’s Loans shall not exceed its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loansCommitment, and relocation the Total Exposure shall not exceed the Facility Cap. (b) Subject to the terms and conditions set forth in this Agreement, each of the 2027 Term Lenders severally agrees to make additional term loans (excluding each such loan, a “2027 Delayed Draw Term Loan”) to the Borrower from time to time on no more than five (5) occasions, on any Participant Business Day during the Availability Period, in an aggregate principal amount not to exceed such Lender’s unfunded Commitment as of such date; provided, that in all events no Default or Event of Default shall have occurred and be continuing, the aggregate Outstanding amount of such Lender’s Loans under shall not exceed its Commitment, and the Seller's Savings Plans)Total Exposure shall not exceed the Facility Cap. (c) The Borrower may not re-borrow any portion of a Loan which is repaid. Upon a Lender’s funding of a 2027 Closing Date Loan or 2027 Delayed Draw Loan, such Lender’s unfunded 2027 Term Commitment shall be permanently reduced by the principal amount of such Loan. All Commitments shall terminate on the Availability Period Termination Date if not previously terminated pursuant hereto. (iid) subject to obtaining The Loans shall be made pro rata in accordance with each Lender’s Applicable Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the consent Borrower that all of the applicable Transferred Employee if conditions required of ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ §▇▇ and §11 have been satisfied (unless waived by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iiiAgent in writing) as soon as practicable, but in no event more than thirty (30) days, after on the date of deductionsuch request (or if such condition is required to have been satisfied only as of the initial Closing Date, remit that such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence condition was satisfied as of the Closing Date Date). The Agent may assume that the conditions in §10 and continue until §11 have been satisfied (unless waived by Agent in writing) unless it receives prior written notice from a Lender that such conditions have not been satisfied or waived. No Lender shall have any obligation to make Loans to Borrower in the earlier maximum aggregate principal outstanding balance of more than the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one principal face amount of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerateNote or its Commitment, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Dateapplicable.

Loans. Buyer shall (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees Subject to whom Seller has made outstanding education loansand upon the terms and conditions herein set forth, mortgage loanseach Tranche A Lender severally and not jointly agrees to make Tranche A Loans to the Borrower on the Closing Date, and relocation loans (excluding any Participant Loans under of a sum not to exceed such Lender's Commitment Percentage of the Seller's Savings Plans)Tranche A Loan Amount. Immediately upon the making of the Tranche A Loans, the Commitments of the Tranche A Lenders shall be automatically terminated. (ii) subject Subject to obtaining and upon the consent terms and conditions herein set forth, each Tranche B Lender severally and not jointly agrees to make Tranche B Loans to the Borrower on the Closing Date, of a sum not to exceed such Lender's Commitment Percentage of the applicable Transferred Employee if required by lawTranche B Loan Amount. Immediately upon the making of the Tranche B Loans, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and Commitments of the Tranche B Lenders shall be automatically terminated. (iii) as soon as practicable, but in no event more than thirty Each Tranche C Lender severally and not jointly agrees to make Tranche C Loans to the Borrower (30x) days, from time to time after the Closing Date but prior to the Last Drawdown Date, on the date specified in the relevant Draw Request, of deduction, remit a sum equal to (A) such funds Lender's Commitment Percentage multiplied by (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and B) the amount deducted for each Transferred Employee) to Seller for application requested by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee Borrower pursuant to the preceding sentence relevant Draw Request (each such loan, together with the Final Loans (as defined below), a "Subsequent Loan"); and (y) on the Last Drawdown Date if any Commitments remain outstanding, of a sum equal to (A) such Lender's Commitment Percentage multiplied by (B) the sum of (1) the Total Commitment minus (2) the aggregate amount previously borrowed (each such loan, a "Final Loan" and together with the Initial Loans and the Subsequent Loans, the "Loans"). (iv) The aggregate principal amount of the Loans outstanding shall commence not exceed $595,000,000, as such amount may be increased (i) pursuant to Section 2.1(b) or (ii) by the joinder hereto of new Lenders in accordance with Section 12.7(i). (i) In the event that after the Closing Date the Borrower consummates an Equity Issuance, the Borrower may, upon at least 30 days' notice to the Administrative Agent (who shall promptly provide a copy of such notice to the other Agents and continue until the earlier Lenders) propose to increase the aggregate amount of the full amortization Commitments by an amount not to exceed $250,000,000 (the amount of any such increase, the "Increased Commitments"). Each Lender party to this Agreement at such time shall have the right (but no obligation), prior to the expiration of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration 30 day period, to elect by written notice to the Transferred EmployeeBorrower and the Administrative Agent to increase its Commitments by a principal amount equal to such Lender's Commitment Percentage multiplied by the Increased Commitments. Seller Each of the Agents shall assist and cooperate with (but shall not seek be obligated to acceleratecommit to any Increased Commitments to) the Borrower in connection with obtaining the Increased Commitments. (ii) If any Lender party to this Agreement shall elect not to increase its Commitment pursuant to clause (i) above, cancel the Borrower may designate another financial institution or institutions or investment fund or funds (which may be, but need not be, one or more of the existing Lenders) consented to by the Agents and the Borrower and which would otherwise change be permitted to be a Lender pursuant to Section 12.7 (such consent not to be unreasonably withheld or delayed) (each, a "Potential Lender") which at the terms of any education loans, mortgage loans, or relocation loans made by Seller time agree to such Transferred Employees, except (i) in the case of such Potential Lender that is an existing Lender, increase its Commitment and (ii) in the case of any other such Potential Lender (an "Additional Lender"), become a default by a Transferred Employeeparty to this Agreement. Buyer's obligations under The sum of the increases in the Commitments of the existing Lenders pursuant to this clause (ii) plus the Commitments of the Additional Lenders shall not in the aggregate exceed the amount of the Increased Commitments. (iii) An increase in the aggregate amount of the Commitments pursuant to this Section 11.3.1 are limited to payroll deductions of loan repayments 2.1(b) shall become effective upon the receipt by the Transferred Employees Administrative Agent of an agreement in form and remittance substance satisfactory to the Administrative Agent signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of those funds such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Increased Commitments and such opinions of counsel for the Borrower with respect to the Increased Commitments as the Administrative Agent may reasonably request. So long as no Default is in existence or would result therefrom, the Borrower may borrow under the Increased Commitments by following the procedures with respect to Borrowings set forth herein; provided that (i) Installment Amounts shall be payable with respect to Loans under the Increased Commitment on the next succeeding date on which Installment Amounts would otherwise be due and shall be paid on such dates thereafter, and (ii) the Maturity Date with respect to Loans under the Increased Commitments shall be the same as for the other Loans. (c) Any failure by the Borrower to borrow the Required Amount on or before the Last Drawdown Date, or any voluntary termination of the Commitments prior to the Last Drawdown Date, shall result in the immediate and automatic termination of all of the remaining Commitments, and the related accountingBorrower shall, and nothing herein shall be construed immediately upon such failure to obligate Buyer borrow or termination, pay to repay the Administrative Agent (for distribution to Seller any portion the Lenders) a fee equal to the product of (i) the outstanding indebtedness then prevailing Prepayment Premium multiplied by (ii) the sum of (x) the Transferred Employees that are not otherwise discharged Total Commitment (excluding the ------------- Increased Commitments) minus (y) all amounts borrowed by the Transferred Employees themselves; provided that, notwithstanding anything Borrower prior ----- to the contrary in Article 12 date thereof. (d) The Initial Loans shall consist of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Date.Tranche A

Loans. Buyer (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (A) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (B) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (C) shall be denominated in Dollars, (E) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (F) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees Subject to whom Seller has made outstanding education loansand upon the terms and conditions set forth herein and in the Restatement Agreement, mortgage loans, and relocation each Revolving Credit Lender severally agrees to make a loan or loans (excluding each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not exceed, for any Participant such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such ▇▇▇▇▇▇’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the Restatement Agreement Effective Date and prior to the Revolving Credit Maturity Date; provided that the amount of Revolving Credit Loans under that may be borrowed on the Seller's Savings Plans)Restatement Agreement Effective Date shall be limited to an amount sufficient to fund certain earnout payments of the Borrower, in an amount no greater than $50,000,000, (E) may at the option of the Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (F) may be repaid and reborrowed in accordance with the provisions hereof. (ii) subject On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) Each Lender may at its option make any Term SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to obtaining make such Term SOFR Loan; provided that (i) any exercise of such option shall not affect the consent obligation of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant Borrower to which repay such Transferred Employees are discharging such indebtedness, Term SOFR Loan and (iiiii) as soon as practicablein exercising such option, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect Lender shall use its reasonable efforts to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller minimize any increased costs to the Transferred Employees' outstanding indebtedness. Buyer's applicable Borrower resulting therefrom (which obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller Lender shall not seek require it to accelerate, cancel or otherwise change the terms of any education loans, mortgage loanstake, or relocation loans made by Seller refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to such Transferred Employees, except it and in the case event of a default by a Transferred Employee. Buyer's obligations such request for costs for which compensation is provided under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller the provisions of Section 2.10 shall indemnify apply). (i) Subject to and hold harmless Buyer upon the terms and conditions herein set forth, each Cashless Option Term B-1 Lender severally agrees to exchange its Existing Initial Term Loan for all claims, demands, actions, proceedings, causes a like principal amount of action, liability, loss, cost, damage, and expense Refinancing Term B-1 Loans (including reasonable attorney's feesor such lesser amount as determined by the Amendment No. 2 Arrangers) in any way arising from or incurred as a result of Buyer's administration of on the outstanding indebtedness or the payroll deduction authorization process as described aboveAmendment No. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Date.2

Loans. Buyer shall (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees Subject to whom Seller has made outstanding education loansthe terms and conditions set forth herein and in the Ancillary Agreements, mortgage loans, and relocation Lender may make loans (excluding the “Loans”) to the Companies from time to time during the Term which, in the aggregate at any Participant time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Lender may deem proper and necessary from time to time in its commercially reasonable judgment (the “Reserves”) and (y) an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability, minus (III) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to as the “Formula Amount.” The Companies shall, jointly and severally, execute and deliver to Lender on the Closing Date the Note evidencing the Loans under funded on the Seller's Savings Plans)Closing Date. The Companies hereby each acknowledge and agree that Lender’s obligation to purchase the Note from the Companies on the Closing Date shall be contingent upon the satisfaction (or waiver by Lender) of the items and matters set forth in the closing checklist provided by Lender to the Companies on or prior to the Closing Date. The Companies hereby each further acknowledge and agree that, immediately prior to each borrowing hereunder and immediately after giving effect thereto, the Companies shall be deemed to have certified to Lender that at the time of each such proposed borrowing and also after giving effect thereto (i) there shall exist no Event of Default, (ii) subject to obtaining all representations, warranties and covenants made by the consent of Companies in connection with this Agreement and the applicable Transferred Employee if required by lawAncillary Agreements are true, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, correct and complete in all material respects and (iii) all of each Company’s and its respective Subsidiaries’ covenant requirements under this Agreement and the Ancillary Agreements have been met in all material respects. The Companies hereby agree to provide a certificate confirming the foregoing concurrently with each request for a borrowing hereunder. (ii) Notwithstanding the limitations set forth above, if requested by any Company, Lender retains the right to lend to such Company from time to time such amounts in excess of such limitations as soon Lender may determine in its sole discretion (each, a “Permitted Overadvance”). In connection with each such request by one or more Companies, the Companies shall be deemed to have certified, as practicableof the time of such proposed borrowing and immediately after giving effect thereto, to the satisfaction of all Overadvance Conditions. For purposes hereof, “Overadvance Conditions” means (i) no Event of Default shall exist and be continuing as of such date; (ii) all representations, warranties and covenants made by the Companies in connection with the Security Agreement and the Ancillary Agreements shall be true, correct and complete in all material respects as of such date; and (iii) the Companies and their respective Subsidiaries shall have taken all action necessary to grant Lender “control” over all of the Companies’ and their respective Subsidiaries’ Deposit Accounts (the “Control Accounts”), with any agreements establishing “control” to be in form and substance satisfactory to Lender. “Control” over such Control Accounts shall be released upon the indefeasible repayment in full and termination of the Permitted Overadvance (together with all accrued interest and fees which remain unpaid in respect thereof). The Companies hereby agree to provide a certificate confirming the satisfaction of the Overadvance Conditions concurrently with the request for same. (iii) If any interest, fees, costs or charges payable to Lender hereunder are not paid when due, each of the Companies shall thereby be deemed to have requested, and Lender is hereby authorized at its discretion to make and charge to the Companies’ account, a Loan as of such date in an amount equal to such unpaid interest, fees, costs or charges. (iv) If any Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Lender may, but need not, perform or observe such covenant on behalf and in no event more than the name, place and stead of such Company (or, at Lender’s option, in Lender’s name) and may, but need not, take any and all other actions which Lender may deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments). The amount of all monies expended and all costs and expenses (including attorneys’ fees and legal expenses) incurred by Lender in connection with or as a result of the performance or observance of such agreements or the taking of such action by Lender shall be charged to the Companies’ account as a Loan and added to the Obligations. To facilitate Lender’s performance or observance of such covenants by each Company, each Company hereby irrevocably appoints Lender, or Lender’s delegate, acting alone, as such Company’s attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of such Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by such Company. (v) Lender will account to Company Agent monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Company Agent in writing to the contrary within thirty (30) daysdays of the date each account was rendered specifying the item or items to which objection is made. (vi) During the Term, the Companies may borrow and prepay Loans in accordance with the terms and conditions hereof. (vii) (x) If any Eligible Account is not paid by the Account Debtor within ninety (90) days after the date of that such Eligible Account was invoiced or within 180 days if such Eligible Account is covered by credit default insurance acceptable to the Lender or (y) if any Account Debtor asserts a deduction, remit such funds (together with an accounting that identifies the Transferred Employees dispute, contingency, set-off, or counterclaim with respect to whom any Eligible Account, (each, a “Delinquent Account”), the funds were deducted Companies shall jointly and severally (i) reimburse Lender for the amount deducted for each Transferred Employee) to Seller for application by Seller to of the Transferred Employees' outstanding indebtedness. Buyer's obligation Loans made with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness such Delinquent Account or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or (ii) immediately replace such Delinquent Account with an otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing DateEligible Account.

Loans. Buyer shall (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees Subject to whom Seller has made outstanding education loansthe terms and conditions set forth herein and in the Ancillary Agreements, mortgage loans, and relocation Laurus may make loans (excluding the “Loans”) to the Companies from time to time during the Term which, in the aggregate at any Participant time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the “Reserves”) and (y) an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability, minus (III) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to as the “Formula Amount.” The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Note evidencing the Loans under funded on the Seller's Savings Plans)Closing Date. The Companies hereby each acknowledge and agree that Laurus’ obligation to purchase the Note from the Companies on the Closing Date shall be contingent upon the satisfaction (or waiver by Laurus) of the items and matters set forth in the closing checklist provided by Laurus to the Companies on or prior to the Closing Date. The Companies hereby each further acknowledge and agree that, immediately prior to each borrowing hereunder and immediately after giving effect thereto, the Companies shall be deemed to have certified to Laurus that at the time of each such proposed borrowing and also after giving effect thereto (i) there shall exist no Event of Default, (ii) subject to obtaining all representations, warranties and covenants made by the consent of Companies in connection with this Agreement and the applicable Transferred Employee if required by lawAncillary Agreements are true, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, correct and complete and (iii) all of each Company’s and its respective Subsidiaries’ covenant requirements under this Agreement and the Ancillary Agreements have been met. The Companies hereby agree to provide a certificate confirming the foregoing concurrently with each request for a borrowing hereunder. (ii) Notwithstanding the limitations set forth above, if requested by any Company, Laurus retains the right to lend to such Company from time to time such amounts in excess of such limitations as soon Laurus may determine in its sole discretion. In connection with each such request by one or more Companies, the Companies shall be deemed to have certified, as practicableof the time of such proposed borrowing and immediately after giving effect thereto, to the satisfaction of all Overadvance Conditions. For purposes hereof, “Overadvance Conditions” means (i) no Event of Default shall exist and be continuing as of such date; and (ii) all representations, warranties and covenants made by the Companies in connection with the Security Agreement and the Ancillary Agreements shall be true, correct and complete as of such date. The Companies hereby agree to provide a certificate confirming the satisfaction of the Overadvance Conditions concurrently with the request for same. (iii) The Companies acknowledge that the exercise of Laurus’ discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and/or Inventory Availability and each of the Companies hereby consent to any such increases or decreases which may limit or restrict advances requested by the Companies. (iv) If any interest, fees, costs or charges payable to Laurus hereunder are not paid when due, each of the Companies shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to the Companies’ account, a Loan as of such date in an amount equal to such unpaid interest, fees, costs or charges. (v) If any Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, and such failure matures into an uncured Event of Default hereunder, Laurus may, but need not, perform or observe such covenant on behalf and in no the name, place and stead of such Company (or, at Laurus’ option, in Laurus’ name) and may, but need not, take any and all other actions which Laurus may deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments). The amount of all monies expended and all costs and expenses (including attorneys’ fees and legal expenses) incurred by Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Laurus shall be charged to the Companies’ account as a Loan and added to the Obligations. To facilitate Laurus’ performance or observance of such covenants by each Company, each Company hereby irrevocably appoints Laurus, or Laurus’ delegate, acting alone, as such Company’s attorney in fact (which appointment is coupled with an interest) with the right (but not the duty), in the event more than of an uncured Event of Default or otherwise to protect its interest in the Collateral, to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of such Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by such Company. (vi) Laurus will account to Company Agent monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company Agent in writing to the contrary within thirty (30) daysdays of the date each account was rendered specifying the item or items to which objection is made. (vii) During the Term, the Companies may borrow and prepay Loans in accordance with the terms and conditions hereof. (viii) If any Eligible Account is not paid by the Account Debtor within ninety (90) days after the date of that such Eligible Account was invoiced or if any Account Debtor asserts a deduction, remit such funds (together with an accounting that identifies the Transferred Employees dispute, contingency, set-off, or counterclaim with respect to whom any Eligible Account, (a “Delinquent Account”), the funds were deducted Companies shall jointly and severally (i) reimburse Laurus for the amount deducted for each Transferred Employee) to Seller for application by Seller to of the Transferred Employees' outstanding indebtedness. Buyer's obligation Loans made with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness such Delinquent Account or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or (ii) immediately replace such Delinquent Account with an otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing DateEligible Account.

Loans. Buyer shall (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans under the Revolving Line of Credit to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount; provided that, after giving effect to any Borrowing, (i) obtain at its own expense newly executed payroll deduction authorization forms from the aggregate Outstanding Amount of all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Revolving Line of Credit Loans under shall not exceed the Seller's Savings Plans)Revolving Line of Credit Commitment Amount, (ii) subject to obtaining the consent aggregate Outstanding Amount of all Loans shall not exceed the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, Aggregate Commitments and (iii) as soon as practicablethe aggregate Outstanding Amount of the Revolving Line of Credit Loans of any Lender shall not exceed such Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount. Within the limits of each Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller subject to the Transferred Employees' outstanding indebtednessother terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.03, and reborrow under this Section 2.01(a). Buyer's obligation with respect to each respective Transferred Employee pursuant Revolving Line of Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (b) Subject to the preceding sentence shall commence as of terms and conditions set forth herein, each Lender severally agrees to make term loans under the Term Commitment to the Borrower from time to time on any Business Day during the period from the Closing Date and continue until to the earlier date that is one hundred eighty (180) calendar days following the Closing Date in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Pro Rata Share of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselvesTerm Commitment Amount; provided that, notwithstanding anything after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Term Commitment Loans shall not exceed the Term Commitment Amount, (ii) the aggregate Outstanding Amount of all Loans shall not exceed the Aggregate Commitments and (iii) the aggregate Outstanding Amount of the Term Commitment Loans of any Lender shall not exceed such Lender’s Pro Rata Share of the Term Commitment Amount. Subject to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreementother terms and conditions hereof, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in Borrower may borrow under this Section 11.3.1 2.01(b) and the amount and nature of prepay under Section 2.03; provided that, once repaid or prepaid, no amounts may be reborrowed under this indebtedness shall Section 2.01(b). Term Commitment Loans may be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing DateBase Rate Loans or Eurodollar Rate Loans, as further provided herein.

Loans. Buyer shall (a) Each Lender severally agrees to make or continue, as applicable, on the terms and subject to the conditions of this Loan Agreement, loans (individually, a “Loan” and, collectively, the “Loans”) to the Borrowers in Dollars, from and including the Effective Date to but not including the Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, such Lender’s Commitment as then in effect and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) such Lender’s Commitment Percentage of the Borrowing Base as in effect from time to time. Notwithstanding the foregoing, MSB shall fund 100% of the first $400,000,000 in principal amount of Loans at any time outstanding; provided, that any failure by MSB to fund any such principal amount shall not relieve MSMCI of its commitment to make Loans to the Borrowers in accordance with this Loan Agreement. (b) On the Effective Date, each Lender severally agrees to make or continue, as applicable, on the terms and subject to obtaining the consent conditions of this Loan Agreement, a Loan to the Borrowers in an aggregate principal amount equal to the “Initial Advance Amount” set forth on Schedule 4 hereto in respect of such Lender, the proceeds of which Loans shall be applied as full and complete satisfaction of all amounts owing by the Borrowers under the Existing Loan Agreement. (c) Subject to the terms and conditions of this Loan Agreement, during such period the Borrowers may borrow, repay and reborrow hereunder; provided, that notwithstanding the foregoing, no Lender shall have any obligation to make Loans to the Borrowers in excess of the applicable Transferred Employee if required by law, continue lesser of (i) the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, Maximum Credit and (iiiii) as soon as practicablethe Borrowing Base and, but if a Tangible Net Worth Trigger Event shall have occurred or in no the event more than thirty (30) days, after the date obligation of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect Lenders to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller make Loans to the Transferred Employees' outstanding indebtedness. Buyer's Borrowers shall otherwise be terminated as permitted hereunder, no Lender shall have any further obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datemake additional Loans hereunder.

Loans. Buyer shall a) U.S. Dollar Committed Loans. Each Lender with a U.S. Dollar Commitment severally agrees, on the terms and conditions set forth herein, to make loans (each a “U.S. Dollar Committed Loan”) in Dollars to the Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed such Lender’s U.S. Dollar Commitment at such time; provided, however, that after giving effect to any Committed Borrowing under this Section 2.01(a), (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loansthe Outstanding Amount of Committed Loans, mortgage loansBid Loans, Swing Line Loans and relocation loans (excluding any Participant Loans under L/C Obligations shall not exceed the Seller's Savings Plans)Aggregate Commitments, (ii) subject to obtaining the consent aggregate Outstanding Amount of Committed Loans, Swing Line Loans and L/C Obligations under the applicable Transferred Employee if required by law, continue U.S. Dollar Tranche shall not exceed the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, Applicable Sublimit and (iii) as soon as practicablethe aggregate Outstanding Amount of the U.S. Dollar Committed Loans of any Lender, but in no event more than thirty (30) daysplus such Lender’s Applicable U.S. Dollar Percentage of the Outstanding Amount of all U.S. Dollar L/C Obligations, after plus such Lender’s Applicable U.S. Dollar Percentage of the date Outstanding Amount of deductionall Domestic Swing Line Loans shall not exceed such Lender’s U.S. Dollar Commitment. Within the limits of each Lender’s U.S. Dollar Commitment, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller subject to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to other terms and conditions hereof, the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations Borrowers may borrow under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting2.01(a), prepay under Section 2.06, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in reborrow under this Section 11.3.1 and the amount and nature of this indebtedness shall 2.01(a). U.S. Dollar Committed Loans may be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing DateBase Rate Loans or Eurocurrency Rate Loans, as further provided herein.

Loans. Buyer shall (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make (or in the case of any Rollover Lender (as defined in the First Incremental Agreement) on the First Incremental Agreement Effective Date, be deemed to make) a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loansshall not exceed, mortgage loansfor any such Lender, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Initial Term Loan Commitment of such Lender, (ii) subject to obtaining shall not exceed, in the consent aggregate, the Total Initial Term Loan Commitment, (iii) shall be made (x) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the applicable Transferred Employee if required by lawdefinition of Initial Term Loan Commitments, continue on the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednessClosing Date, and (iiiy) as soon as practicablein the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (b) of the definition of Initial Term Loan Commitments, but on the First Incremental Agreement Effective Date, (iv) shall be denominated in no event more than thirty Dollars, (30ivv) daysmay, after at the date option of deductionthe Borrower, remit be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such funds (together with an accounting that identifies Initial Term Loans made by each of the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee Lenders pursuant to the preceding sentence same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (vvi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall commence as be repaid in full. (i) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the Closing Date and continue until prior to the earlier Revolving Credit Maturity Date (provided that notwithstanding the foregoing, the aggregate amount of all Revolving Credit Loans made on the Closing Date shall not exceed the Initial Revolving Borrowing Amount), (E) may at the option of the full amortization Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration Lenders pursuant to the Transferred Employee. Seller same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (F) may be repaid and reborrowed in accordance with the provisions hereof. (ii) On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Eurodollar Loan; provided that (i) any exercise of such option shall not seek affect the obligation of the Borrower to acceleraterepay such Eurodollar Loan and (ii) in exercising such option, cancel or otherwise change such Lender shall use its reasonable efforts to minimize any increased costs to the terms Borrower resulting therefrom (which obligation of any education loans, mortgage loansthe Lender shall not require it to take, or relocation loans made by Seller refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to such Transferred Employees, except it and in the case event of a default by a Transferred Employee. Buyer's obligations such request for costs for which compensation is provided under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller the provisions of Section 2.10 shall indemnify apply). (i) Subject to and hold harmless Buyer for upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all claimsLenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, demands(E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, actionsall outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, proceedings(y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing. (ii) On any Business Day, causes the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of actionRevolving Credit Loans, liabilityin which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, loss, cost, damagea “Mandatory Borrowing”) shall be made on the same Business Day by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and expense the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon same Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding indebtedness Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase. (iii) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 Administrative Agent and the amount Borrower, executed by the Borrower, the Administrative Agent and nature such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this indebtedness Agreement and (ii) references herein to the term “Swingline Lender” shall be identified on deemed to include such Revolving Credit Lender in its capacity as a Schedule 11.3.1 lender of Swingline Loans hereunder. (iv) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to be prepared such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by Seller and submitted it prior to Buyer before the Closing Datesuch termination, but shall not make any additional Swingline Loans.

Loans. Buyer (a) Subject to the terms and conditions set forth herein and satisfaction of the conditions set forth in Article III, the Lender agrees to make one or more loans (each, a “Loan”) to the Borrowers on a Business Day during the Availability Period in an amount up to and including the amount of the Aggregate Commitment; provided that the Lender shall not be required to make Loans in the aggregate in excess of the Aggregate Commitment. The Aggregate Commitment is not revolving in nature, and amounts repaid in respect of Loans may not be reborrowed. (b) Each Loan shall be made upon the Borrowers’ irrevocable Bridge Loan Notice to the Lender, which may be given in writing or by telephone to the Lender’s chief financial officer. Each Bridge Loan Notice must be received by the Lender not later than 10:00 a.m. one (1) Business Day prior to the requested date of any Loan to be funded by a Base Rate Loan or not later than 10:00 a.m. three (3) Business Days prior to the requested date of any Loan to be funded by a LIBOR Loan. Each telephonic Bridge Loan Notice must be memorialized in a writing delivered to Lender within one (1) Business Day after such telephonic Bridge Loan Notice is given. Each Bridge Loan Notice (whether telephonic or written) shall specify (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans the requested Closing Date for such Loan (excluding any Participant Loans under the Seller's Savings Planswhich shall be a Business Day), (ii) subject to obtaining the consent principal amount of the applicable Transferred Employee if required by lawLoan requested, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred EmployeeAcquisition(s) to Seller for application be funded by Seller such Loan, (iii) whether the requested Loan is to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date be funded by a Base Rate Loan or a LIBOR Loan (and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by LIBOR Loan, the requested interest period for such Loan, which may be any interest period then available to the Lender for LIBOR Loans), and (iv) wire transfer instructions for the Loan proceeds. (c) Subject to the satisfaction of the conditions set forth in Article III, following receipt of a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited Bridge Loan Notice, the Lender shall make the amount of the requested Loan available to payroll deductions of loan repayments the Borrowers on the requested Closing Date and fund such Loan with a Base Rate Loan or a LIBOR Loan as requested by the Transferred Employees and remittance of those funds and Borrowers under the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything Bridge Loan Notice (to the contrary in Article 12 of this Agreement or Section 11.6 of this extent a LIBOR Loan with such interest period is then available under the SNH Revolving Credit Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Date).

Loans. Buyer Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of each Borrower herein set forth, each Bank hereby severally agrees to lend to the Borrowers from time to time during the period from and including the Effective Date to but not including the Termination Date its pro rata Share of the Total Commitment. Each Bank's Commitment and the Total Commitment shall (iexpire in full on the Termination Date. Amounts borrowed under this Section 2.01(a) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loansmay, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent of limitations set forth in this Agreement, be repaid and, up to but excluding the applicable Transferred Employee if required by lawTermination Date, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, be reborrowed. The Syndicated Loans and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees all other amounts owed hereunder with respect to whom the funds were deducted and Syndicated Loans shall be paid in full no later than the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtednessTermination Date. Buyer's obligation Borrowings on any Funding Date with respect to each respective Transferred Employee pursuant to a Syndicated Loan under this Section 2.01(a) shall be in Dollars, or in the preceding sentence shall commence as requested Alternative Currency, in an aggregate minimum amount of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness $10,000,000 (or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerateCurrency Equivalent thereof in any Alternative Currency) and integral multiples, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default Loans denominated in Dollars, of $1,000,000 in excess of that amount and, in the case of Loans denominated in an Alternative Currency, in integral multiples of 1,000,000 units or, in either case, if less, the unutilized amount of the Total Commitment. Notwithstanding the foregoing, (i) no Syndicated Loan may be borrowed by a Transferred Employeeany Borrower if the aggregate principal amount of all Loans outstanding hereunder denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall exceed the Total Commitment then in effect and (ii) no Syndicated Loan may be borrowed by any Borrower in an Alternative Currency if the Currency Equivalent in Dollars of the aggregate principal amount of all Syndicated Loans outstanding hereunder denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall exceed $200,000,000. Buyer's obligations under this Section 11.3.1 are limited For purposes of determining (A) whether the making of any Borrowing will cause the outstanding aggregate principal amount of Loans denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies to payroll deductions exceed the Total Commitment or (B) whether the making of loan repayments by any Loan in an Alternative Currency will cause the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion Currency Equivalent in Dollars of the outstanding indebtedness aggregate principal amount of Loans denominated in Alternative Currencies to exceed $200,000,000, the Transferred Employees that are not otherwise discharged by Administrative Agent will make such determinations three (3) Business Days in advance of a proposed Borrowing consisting of Eurocurrency Rate Loans and/or Competitive Bid LIBOR Loans and one (1) Business Day in advance of a proposed Borrowing consisting of Base Rate Loans and/or Competitive Bid Absolute Rate Loans calculating the Transferred Employees themselves; provided that, notwithstanding anything to Currency Equivalent of any Loan denominated in an Alternative Currency for purposes of such a determination at the contrary rate of exchange in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified effect on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datesuch date.

Loans. Buyer Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of each Borrower herein set forth, each Bank hereby severally agrees to lend to the Borrowers from time to time during the period from and including the Effective Date to but not including the Termination Date its pro rata Share of the Total Commitment. Each Bank's Commitment and the Total Commitment shall (iexpire in full on the Termination Date. Amounts borrowed under this Section 2.01(a) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loansmay, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent of limitations set forth in this Agreement, be repaid and, up to but excluding the applicable Transferred Employee if required by lawTermination Date, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, be reborrowed. The Syndicated Loans and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees all other amounts owed hereunder with respect to whom the funds were deducted and Syndicated Loans shall be paid in full no later than the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtednessFinal Maturity Date. Buyer's obligation Borrowings on any Funding Date with respect to each respective Transferred Employee pursuant to a Syndicated Loan under this Section 2.01(a) shall be in Dollars, or in the preceding sentence shall commence as requested Alternative Currency, in an aggregate minimum amount of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness $10,000,000 (or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerateCurrency Equivalent thereof in any Alternative Currency) and integral multiples, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default Loans denominated in Dollars, of $1,000,000 in excess of that amount and, in the case of Loans denominated in an Alternative Currency, in integral multiples of 1,000,000 units or, in either case, if less, the unutilized amount of the Total Commitment. Notwithstanding the foregoing, (i) no Syndicated Loan may be borrowed by a Transferred Employeeany Borrower if the aggregate principal amount of all Loans outstanding hereunder denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall exceed the Total Commitment then in effect and (ii) no Syndicated Loan may be borrowed by any Borrower in an Alternative Currency if the Currency Equivalent in Dollars of the aggregate principal amount of all Syndicated Loans outstanding hereunder denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall exceed $200,000,000. Buyer's obligations under this Section 11.3.1 are limited For purposes of determining (A) whether the making of any Borrowing will cause the outstanding aggregate principal amount of Loans denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies to payroll deductions exceed the Total Commitment or (B) whether the making of loan repayments by any Loan in an Alternative Currency will cause the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion Currency Equivalent in Dollars of the outstanding indebtedness aggregate principal amount of Loans denominated in Alternative Currencies to exceed $200,000,000, the Transferred Employees that are not otherwise discharged by Administrative Agent will make such determinations three (3) Business Days in advance of a proposed Borrowing consisting of Eurocurrency Rate Loans and/or Competitive Bid LIBOR Loans and one (1) Business Day in advance of a proposed Borrowing consisting of Base Rate Loans and/or Competitive Bid Absolute Rate Loans calculating the Transferred Employees themselves; provided that, notwithstanding anything to Currency Equivalent of any Loan denominated in an Alternative Currency for purposes of such a determination at the contrary rate of exchange in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified effect on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datesuch date.

Loans. Buyer shall (a) Each Bank severally agrees, on and subject to the terms and conditions of this Agreement, to make loans to the Borrowers from time to time on any Business Day during the period from and including the initial Borrowing Date to but excluding the Reducing Revolving Credit Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of such Bank's Reducing Revolving Credit Commitment as then in effect. Subject to the terms and conditions of this Agreement, during such period the Borrowers may borrow, repay and reborrow the amount of the Reducing Revolving Credit Commitments. Loans made pursuant to this Subsection 2.1(a) are herein called "Reducing Revolving Credit Loans". (b) Each Bank severally agrees, on and subject to the terms and conditions of this Agreement and provided that the full principal amount of the then effective Reducing Revolving Credit Commitment is then outstanding, to make loans to the Borrowers from time to time on any Business Day during the period from and including the initial Borrowing Date to but excluding the Revolving Credit Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of such Bank's Revolving Credit Commitment as then in effect. Subject to the terms and conditions of this Agreement, during such period the Borrowers may borrow, repay and reborrow the amount of the Revolving Credit Commitments. Loans made pursuant to this Subsection 2.1(b) are herein called "Revolving Credit Loans". (c) The Loans made on each Borrowing Date may, on and subject to the terms and conditions of this Agreement, be Corporate Base Rate Loans or Eurodollar Loans (each being referred to in this Agreement as a "type" of Loan) as specified in the relevant notice of borrowing referred to in Subsection 2.2(a) hereof; provided that (i) obtain no more than four Loans constituting Eurodollar Loans may be outstanding from each Bank at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, any one time and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining clause (i) above, the consent Borrowers may Convert Loans of one type into Loans of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) other type or Continue Loans of one type as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as Loans of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to acceleratesame type, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datehereinafter provided.

Loans. Buyer Subject to and upon the terms and conditions set forth herein and in Amendment No. 13, (i) the Additionaleach Lender with a Euro 2020 Term LenderLoan Commitment severally agrees to make a term loan or term loans (each, a “Euro 2020 Term B-1 Loan” and, collectively, the “Euro 2020 Term Loans”) to the Borrower, which Euro 2020 Term Loans shall (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees be incurred pursuant to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under a single drawing on the Seller's Savings Plans)Amendment No. 13 Effective Date, (ii) subject be denominated in Euros, (iii) be incurred and maintained as Euro LIBOR Loans, and (iv) be made by each such Lender in athat aggregate principal amount which does not to obtaining exceed its Additionalthe Euro 2020 Term Loan Commitment, (ii) each Converting Consenting Euro Term Lender agrees to have all of its outstanding Initial Euro Term Loans (or such lesser amount as notified and allocated to such Converting Consenting Euro Term Lender by the consent Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion) converted to an equivalent principal amount of Euro Term B-1 Loans effective as of of such Lender on the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, Amendment No. 13 Effective Date and (iii) each Non-Converting Consenting Euro Term Lender agrees to have all of its outstanding Initial Euro Term Loans prepaid and will purchase by assignment from the Additional Euro Term Lender Euro Term B-1 Loans in a principal amount equal to the principal amount of such Initial Euro Term Loans (or such lesser amount as soon notified and allocated to such Non-Converting Consenting Euro Term Lender by the Administrative Agent, as practicable, but in no event more than thirty (30) days, after determined by the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted Borrower and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtednessAdministrative Agent in their sole discretion). Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations Amounts borrowed under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees 2.01(b) and. Once repaid or, prepaid, repurchased, refinanced or replaced, Euro 2020 Term Loans incurred hereunder may not be reborrowed. Euro Term B-1 Loans may be incurred and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred maintained as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing DateEuro LIBOR Loans.

Loans. Buyer shall (ia) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees Subject to whom Seller has made outstanding education loansthe terms and conditions set forth herein, mortgage loanseach Lender severally agrees to make loans to the Company (each such loan, a “Domestic Loan”) in Dollars on any Business Day during the Availability Period, or loans to Allied B.V. (each such loan, a “Foreign Loan”, and relocation loans (excluding collectively with the Domestic Loans, the “Loans”) in Alternative Currency on a Business Day during the Availability Period in an aggregate amount that will not result in the Outstanding Amount of Loans of such Lender exceeding such Lender’s Loan Commitment at such time; provided, however, that after giving effect to any Participant Loans under the Seller's Savings Plans)Loan, (iiA) the Outstanding Amount shall not exceed the Aggregate Commitments, (B) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment and (C) the Outstanding Amount of all Foreign Loans, plus Foreign Letters of Credit shall not exceed the Foreign Sublimit. Within the limits of each Lender’s Commitment, and subject to obtaining the consent of other terms and conditions hereof, the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations Borrowers may borrow under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting2.01(a), prepay under Section 2.04, and nothing herein reborrow under this Section 2.01(a). Foreign Loans shall be construed to obligate Buyer to Libor Loans and Domestic Loans may be ABR Loans or Libor Loans, as further provided herein. (b) Each Borrower shall repay to Seller any portion the Lenders on the Maturity Date the aggregate principal amount of the Loans made to such Borrower outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datesuch date.

Loans. Buyer shall (ia) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller Subject to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date terms and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 conditions of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damagethe Company hereby agrees to borrow, and expense Investors hereby severally, and not jointly, agree to loan to the Company, the principal amounts (including reasonable attorney's feeseach a “Loan” and collectively the “Loans”) set forth under the heading “Principal Amount of Loan” on Exhibit B attached hereto. (b) Each Loan shall be separately evidenced by and subject to the provisions of a Senior Secured Promissory Note substantially in any way arising from or incurred the form attached hereto as Exhibit D (each a result “Note,” and collectively, the “Notes”) to be executed by the Company and delivered to each Investor in respect of Buyer's administration such Investor’s applicable Loan amount on the applicable Closing Date. Promptly upon his/its receipt of the applicable executed Note, and subject to the terms and conditions of this Agreement, each Investor shall deliver his/its applicable Loan amount to the Company by check or electronic transfer of immediately available funds to such account as the Company shall specify in writing to such Investor. (c) In addition to all other amounts due and payable to each Investor under the Transaction Documents, simultaneously with the consummation of a Sale Event, each Investor shall be entitled to a fee in an amount equal to one hundred percent (100%) of the original principal amount loaned by such Investor to the Company hereunder, regardless whether such Investor’s Note is outstanding indebtedness at that time, and such fee shall be paid to the Investors in preference above any amounts owed by the Company to its other stockholders. (d) Notwithstanding the separate payment obligations of the Company to each Investor under this Agreement and each Note, the Parties agree that all payments made by the Company hereunder and under the Notes shall be made pro rata among the Investors, without any preference to any Investor, whether such payments are made before or following an Event of Default (as defined in the payroll deduction authorization process as described aboveNotes). All Transferred Employees with outstanding indebtedness as described In such regard, if and to the extent the Company fails to pay the full amount due and owing to Investors hereunder and under the Notes, the aggregate amount (if any) actually paid to Investors shall be divided among them pro rata in relation to the original principal amounts of their respective Loans. To the extent the Company gives any payment-related preference to any Investor in violation of this Section 11.3.1 2.2(d), such Investor shall, upon being made aware of such payment preference, forward the applicable portion of such payment to each other Investor to correct such violation by the Company. In such event, the records of the Company and the amount and nature of this indebtedness Investors shall be identified on adjusted to reflect such redistributed payments. (e) The occurrence of any Event of Default under the Notes shall constitute an “Event of Default” under this Agreement. Upon the occurrence of an Event of Default, each Investor may, at its option, accelerate and make immediately payable all sums of principal and interest outstanding and unpaid under its Loan, without demand, presentment or notice, all of which are hereby expressly waived by the Company. (f) Upon the occurrence and during the continuation of an Event of Default, each Investor may, at its sole election, without notice of such election and without demand, do any one or more of the following, all of which are authorized by the Company: exercise any one or more of the rights or remedies available to Investors at law or in equity, including the rights of a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before secured party under the Closing DateUCC.

Loans. Buyer shall (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving loans (each such loan, a "Committed Revolving Loan") to the Borrower in Dollars or an Alternative Currency from time to time, on any Business Day during the Availability Period for the Aggregate Revolving Commitments, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender's Revolving Commitment; provided, that, after giving effect to any Committed Revolving Borrowing, (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) subject to obtaining the consent Revolving Credit Exposure of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which any Revolving Lender shall not exceed such Transferred Employees are discharging such indebtednessRevolving Lender's Revolving Commitment, and (iii) as soon as practicablethe aggregate amount of all Loans denominated in an Alternative Currency shall not exceed the Alternative Currency Sublimit. Within the limits of each Revolving ▇▇▇▇▇▇'s Revolving Commitment, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller subject to the Transferred Employees' outstanding indebtednessother terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence Committed Revolving Loans may be Daily Rate Loans or Term Rate Loans, as of further provided herein; provided, that, all Committed Revolving Borrowings made on the Closing Date shall be made as Base Rate Loans, unless the Borrower submits a funding indemnity letter, in form and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration substance satisfactory to the Transferred Employee. Seller shall not seek to accelerateAdministrative Agent, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything at least three (3) Business Days prior to the contrary in Article 12 of this Agreement Closing Date, for any Daily Rate Loans or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 Term Rate Loans requested to be prepared by Seller and submitted made in Dollars on the Closing Date or at least four (4) Business Days prior to Buyer before the Closing Date, for any Daily Rate Loans or Term Rate Loans requested to be made in Alternative Currencies on the Closing Date. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan (each such loan, a "Term Loan") to the Borrower in Dollars on the Closing Date, in an aggregate amount not to exceed such Term Lender's Term Commitment. Each Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Term Facility. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Rate Loans, as further provided herein; provided that any Term Loans made on the Closing Date shall be Base Rate Loans unless the Administrative Agent receives the funding indemnity letter within the time period required Section 2.01(a).

Loans. Buyer (a) On the terms and subject to the conditions set forth in this Agreement, each Revolving Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Revolving Loan” and collectively the “Revolving Loans”) from time to time on any date (each such date on which a Loan is made, an “Loan Date”) during the period from the Effective Date to the end of the Revolving Period. The Eligible Currency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.2(e). (b) Each Term Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Term Loan” and collectively the “Term Loans”) on the related Funding Date, pursuant to an Assignment Agreement or on any Conversion Date, in each case, in an aggregate principal amount at any one time outstanding up to but not exceeding (i) obtain such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the total Term Commitment at its own expense newly executed payroll deduction authorization forms from all Transferred Employees such time. The Eligible Currency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.2(e). (c) Under no circumstances shall any Lender make a Revolving Loan if, after giving effect to whom Seller has made outstanding education loanssuch Loan and any purchase of Eligible Collateral Obligations in connection therewith, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)i) an Unmatured Event of Default or an Event of Default would exist, (ii) subject to obtaining the consent of the applicable Transferred Employee if required by lawimmediately after giving effect thereto, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednessa Borrowing Base Deficiency would exist, and (iii) as soon as practicable, but in no event more than thirty the Loans outstanding (30using the Applicable Conversion Rate) days, after would exceed the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loansFacility Amount, or relocation loans made by Seller to such Transferred Employees, except (iv) in the case of a default by a Transferred EmployeeLoan denominated in an Eligible Currency other than Dollars, the Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such day. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything Subject to the contrary in Article 12 of this Agreement or Section 11.6 terms of this Agreement, Seller shall indemnify during the Revolving Period, the Borrower may borrow, reborrow, repay and hold harmless Buyer for all claims, demands, actions, proceedings, causes prepay (subject to the provisions of action, liability, loss, cost, damage, and expense (including reasonable attorney's feesSection 2.4) in any way arising from one or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datemore Revolving Loans.

Loans. Buyer shall (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loansshall not exceed, mortgage loansfor any such Lender, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Initial Term Loan Commitment of such Lender, (ii) subject to obtaining shall not exceed, in the consent of aggregate, the applicable Transferred Employee if required by lawTotal Initial Term Loan Commitment, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of be made on the Closing Date and continue until shall be denominated in Dollars, (iv) may, at the earlier option of the full amortization Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration Lenders pursuant to the Transferred Employeesame Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. Seller On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (a) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not seek exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to acceleratethe application of the proceeds thereof, cancel result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (E) may at the option of the Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise change specifically provided herein, consist entirely of Revolving Credit Loans of the terms same Type and (F) may be repaid and reborrowed in accordance with the provisions hereof. (i) On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Eurodollar Loan; provided that (i) any education loansexercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan and (ii) in exercising such option, mortgage loanssuch Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or relocation loans made by Seller refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to such Transferred Employees, except it and in the case event of a default by a Transferred Employee. Buyer's obligations such request for costs for which compensation is provided under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller the provisions of Section 2.10 shall indemnify apply). (i) Subject to and hold harmless Buyer for upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all claimsLenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, demands(E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, actionsall outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, proceedings(y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing. (ii) On any Business Day, causes the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of actionRevolving Credit Loans, liabilityin which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, loss, cost, damagea “Mandatory Borrowing”) shall be made on the same Business Day by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and expense the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon same Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding indebtedness Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase. (iii) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 Administrative Agent and the amount Borrower, executed by the Borrower, the Administrative Agent and nature such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this indebtedness Agreement and (ii) references herein to the term “Swingline Lender” shall be identified on deemed to include such Revolving Credit Lender in its capacity as a Schedule 11.3.1 lender of Swingline Loans hereunder. (iv) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to be prepared such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by Seller and submitted it prior to Buyer before the Closing Datesuch termination, but shall not make any additional Swingline Loans.

Loans. Buyer shall (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees Subject to whom Seller has made outstanding education loansand upon the terms and conditions herein set forth, mortgage loans, and relocation each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (excluding each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) shall not exceed, for any Participant Loans under such Lender, the Seller's Savings Plans)Initial Term Loan Commitment of such Lender, (ii) subject to obtaining shall not exceed, in the consent of aggregate, the applicable Transferred Employee if required by lawTotal Initial Term Loan Commitment, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of be made on the Closing Date and continue until shall be denominated in Dollars, (iv) may, at the earlier option of the full amortization Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that all such Initial Term Loans made by each of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration Lenders pursuant to the Transferred Employeesame Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. Seller On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (ii) Subject to and upon the terms and conditions set forth in the 2022 Incremental Agreement, each Lender having a 2022 Incremental Term Loan Commitment severally agrees to make 2022 Incremental Term Loans to the Borrower, which 2022 Incremental Term Loans (A) shall not seek exceed, for any such Lender, the 2022 Incremental Term Loan Commitment of such Lender, (B) shall not exceed, in the aggregate, the Total 2022 Incremental Term Loan Commitment, (C) shall be made on the 2022 Incremental Agreement Effective Date and shall be denominated in Dollars, (D) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all such 2022 Incremental Term Loans made by each of the Lenders pursuant to acceleratethe same Borrowing shall, cancel unless otherwise provided herein, consist entirely of 2022 Incremental Term Loans of the same Type and (v) may be repaid or otherwise change prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the 2022 Incremental Term Loan Maturity Date, all outstanding 2022 Incremental Term Loans shall be repaid in full. (i) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in Dollars or any Alternative Currency, which Revolving Credit Loans (i) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such ▇▇▇▇▇▇’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any education loanstime result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, mortgage loans(iv) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, or relocation loans made by Seller to such Transferred Employees, except (v) (i) in the case of a default Revolving Credit Loans denominated in Dollars, may at the option of the applicable Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans and (ii) in the case of Revolving Credit Loans denominated in an Alternative Currency, shall be Incurred and maintained as Eurocurrency Loans; provided that all Revolving Credit Loans made by a Transferred Employeeeach of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (vi) may be repaid and reborrowed in accordance with the provisions hereof. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by -104- #95203802v2296160609v3 #96160609v5 (ii) On the Transferred Employees and remittance of those funds Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the related accounting, and nothing herein Revolving Credit Commitments shall be construed terminate. (c) Each Lender may at its option make any Fixed Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to obligate Buyer make such Fixed Rate Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Fixed Rate Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to Seller minimize any portion increased costs to the Borrower resulting therefrom (which obligation of the outstanding indebtedness Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; such request for costs for which compensation is provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of under this Agreement, Seller the provisions of Section 2.10 shall indemnify apply). (i) Subject to and hold harmless Buyer for upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all claimsLenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, demands(E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, actionsall outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, proceedings(y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing. (ii) On any Business Day, causes the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of actionRevolving Credit Loans, liabilityin which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, loss, cost, damagea “Mandatory Borrowing”) shall be made on the same Business Day by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and expense the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon same Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding indebtedness or the payroll deduction authorization process Swingline Loans as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase. (iii) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The -105- #95203802v2296160609v3 #96160609v5 (iv) The Borrower may terminate the appointment of any Swingline Lender as a Schedule 11.3.1 “Swingline Lender” hereunder by providing a written notice thereof to be prepared such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by Seller and submitted it prior to Buyer before the Closing Datesuch termination, but shall not make any additional Swingline Loans.

Loans. Buyer (a) [Reserved]. (A) Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a loan or loans denominated in Dollars or Alternative Currencies (each a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Borrower, which Revolving Credit Loans (A) shall (i) obtain be made at its own expense newly executed payroll deduction authorization forms any time and from all Transferred Employees time to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under time prior to the Seller's Savings Plans)Revolving Credit Termination Date, (iiB) subject to obtaining may, at the consent option of the applicable Transferred Employee if required by lawBorrower be incurred and maintained as, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednessand/or converted into, and ABR Loans or Term SOFR Revolving Credit Loans (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default Revolving Credit Loans denominated in Dollars only), Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans; provided that all Revolving Credit Loans made by a Transferred Employee. Buyer's obligations under this Section 11.3.1 each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure plus, without duplication, the amount of Swingline Loans outstanding that are limited to payroll deductions of loan repayments held by the Transferred Employees and remittance of those funds such Lender and the related accountingface amount of Letters of Credit outstanding at such time issued by such Lender at such time exceeding such L▇▇▇▇▇’s Revolving Credit Commitment at such time, (E) shall not, after giving effect thereto and nothing herein shall be construed to obligate Buyer to repay to Seller any portion the application of the outstanding indebtedness proceeds thereof, result at any time in the aggregate amount of the Transferred Employees that are not otherwise discharged by Lenders’ Revolving Credit Exposures at such time exceeding the Transferred Employees themselves; provided thatTotal Revolving Credit Commitment then in effect and (F) shall not, notwithstanding anything after giving effect thereto and to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration application of the outstanding indebtedness or proceeds thereof, result at any time in the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described Aggregate Multicurrency Exposures at such time exceeding the Multicurrency Sublimit then in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Dateeffect.

Loans. Buyer shall (a) On the terms and subject to the conditions set forth in this Agreement, (i) obtain at its own expense newly executed payroll deduction authorization forms each Revolving Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Revolving Loan” and collectively the “Revolving Loans”) and (ii) the Swingline Lender hereby agrees to make Swingline Loans to or on behalf of the Borrower (individually, a “Swingline Loan” and collectively the “Swingline Loans”) from all Transferred Employees time to whom Seller has time on any date (each such date on which a Loan is made, an “Loan Date”) during the period from the Effective Date to the end of the Revolving Period; provided that there shall be no more than two (2) Loan Dates during any calendar week (for the avoidance of doubt, a Swingline Refund Date is not in and of itself a Loan Date). The Multicurrency Loans shall be made outstanding education loanssolely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, mortgage loansin each case in accordance with Section 2.2(d)Section 2.2(d). Swingline Loans will only be funded in Dollars. The Borrower shall not request, and relocation loans the Lenders shall have no obligation to advance, any Loan during the Revolving Period if the Advance Rate Cap Condition is not satisfied or would not be satisfied on a pro forma basis after taking into account any such advance of a Loan. (excluding a) Each Term Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Term Loan” and collectively the “Term Loans”) on the related Funding Date, pursuant to an Assignment Agreement or on any Participant Conversion Date in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time. The Multicurrency Loans under shall be made solely by the Seller's Savings PlansMulticurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.2(d)Section 2.2(d). (b) Under no circumstances shall any Lender make a Revolving Loan or a Swingline Loan if, after giving effect to such Loan and any purchase of Eligible Collateral Obligations in connection therewith, (i) an Unmatured Event of Default or an Event of Default would exist, (ii) subject to obtaining the consent of the applicable Transferred Employee if required by lawimmediately after giving effect thereto, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and a Borrowing Base Deficiency would exist or (iii) as soon as practicablethe Loans outstanding (using the Applicable Conversion Rate) would exceed the Facility Amount, but in no event more than thirty (30iv) daysthe Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such day, after (v) a violation of Applicable Law would occur or (vi) the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller Advance Rate Cap Condition is not satisfied. Subject to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify during the Revolving Period, the Borrower may borrow, reborrow, repay and hold harmless Buyer for all claims, demands, actions, proceedings, causes prepay (subject to the provisions of action, liability, loss, cost, damage, and expense (including reasonable attorney's feesSection 2.42.4) in any way arising from one or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datemore Revolving Loans.

Loans. Buyer shall (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower (or Co-Obligors), which Initial Term Loans (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loansshall not exceed, mortgage loansfor any such Lender, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Initial Term Loan Commitment of such Lender, (ii) subject to obtaining shall not exceed, in the consent of aggregate, the applicable Transferred Employee if required by lawTotal Initial Term Loan Commitment, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of be made on the Closing Date and continue until shall be denominated in Dollars, (iv) may, at the earlier option of the full amortization Borrower, be Incurred and maintained as, and/or converted into, ABR Loans, Term SOFR Loans or Eurocurrency Loans; provided that all such Initial Term Loans made by each of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration Lenders pursuant to the Transferred Employeesame Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. Seller On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (i) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower (or Co-Obligors) in Dollars or any Alternative Currency, which Revolving Credit Loans (i) shall not seek exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving pro forma effect thereto and to acceleratethe application of the proceeds thereof, cancel or otherwise change result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving pro forma effect thereto and to the terms application of the proceeds thereof, at any education loanstime result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, mortgage loans(iv) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, or relocation loans made by Seller to such Transferred Employees, except (v)(i) in the case of a default Revolving Credit Loans denominated in Dollars, may at the option of the applicable Borrower be Incurred and maintained as, and/or converted into, ABR Loans, Term SOFR Loans or Eurocurrency Loans and (ii) in the case of Revolving Credit Loans denominated in an Alternative Currency, shall be Incurred and maintained as Eurocurrency Loans; provided that all Revolving Credit Loans made by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited each of the Lenders pursuant to payroll deductions the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of loan repayments by Revolving Credit Loans of the Transferred Employees same Type and remittance of those funds (vi) may be repaid and reborrowed in accordance with the provisions hereof. (i) On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the related accounting, and nothing herein Revolving Credit Commitments shall be construed terminate. (c) Each Lender may at its option make any Fixed Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to obligate Buyer make such Fixed Rate Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Fixed Rate Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to Seller minimize any portion increased costs to the Borrower resulting therefrom (which obligation of the outstanding indebtedness Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; such request for costs for which compensation is provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of under this Agreement, Seller the provisions of Section 2.10 shall indemnify apply). (i) Subject to and hold harmless Buyer for upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all claimsLenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, demands(E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, actionsall outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, proceedings(y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing. (ii) On any Business Day, causes the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of actionRevolving Credit Loans, liabilityin which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, loss, cost, damagea “Mandatory Borrowing”) shall be made on the same Business Day by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and expense the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon same Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding indebtedness Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase. (iii) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 Administrative Agent and the amount Borrower, executed by the Borrower, the Administrative Agent and nature such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this indebtedness Agreement and (ii) references herein to the term “Swingline Lender” shall be identified on deemed to include such Revolving Credit Lender in its capacity as a Schedule 11.3.1 lender of Swingline Loans hereunder. (iv) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to be prepared such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by Seller and submitted it prior to Buyer before the Closing Datesuch termination, but shall not make any additional Swingline Loans.

Loans. Buyer shall (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a "Loan") to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender's Commitment; provided, however, that after giving effect to any Borrowing, (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loansthe Total Outstandings shall not exceed the Aggregate Commitments, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender's Commitment. Within the limits of each Lender's Commitment, and subject to obtaining the consent of other terms and conditions hereof, the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations Borrowers may borrow under this Section 11.3.1 2.01, prepay under Section 2.04, and reborrow under this Section 2.01. Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (b) Each Borrower shall have the right to request that repayment of its Loans outstanding on the Commitment Termination Date be extended to the Maturity Date (the "Term-Out Option") by giving the Administrative Agent written notice of such election not less than five (5) Business Days prior to the Commitment Termination Date. The Administrative Agent shall promptly forward such request to the Lenders. Provided that (x) no Default has occurred and is continuing and (y) the conditions of Section 4.02 are limited satisfied, upon such request by a Borrower, and payment of the fee referred to payroll deductions in Section 2.08(c), the payment date of loan repayments by such Borrower's Loans outstanding on the Transferred Employees and remittance of those funds Commitment Termination Date (the "Term-Out Date") shall be extended to the Maturity Date and the related accounting, and nothing herein Administrative Agent shall be construed to obligate Buyer to repay to Seller any portion of advise the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 Borrowers and the amount and nature Lenders of this indebtedness shall such Maturity Date. Any Loans repaid after the Term-Out Date may not be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datereborrowed.

Loans. Buyer shall (a) On the terms and subject to the conditions set forth in this Agreement, (i) obtain each Revolving Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Revolving Loan” and collectively the “Revolving Loans”) and (ii) the Swingline Lender hereby agrees to make Swingline Loans to or on behalf of the Borrower (individually, a “Swingline Loan” and collectively the “Swingline Loans”), in each case, from time to time on any Business Day (each such date on which a Loan is made, an “Loan Date”) during the period from the Effective Date to the end of the Revolving Period; provided that, there shall be no more than two (2) Loan Dates (unless otherwise consented to by the Agent and each affected Lender) during any calendar week (for the avoidance of doubt, a Swingline Refund Date is not in and of itself a Loan Date); provided further that, pursuant to Section 2.2(e), the Borrower shall be deemed to request that the Lenders make advances to the Unfunded Exposure Account on the last day of the Revolving Period to reduce the Exposure Amount Shortfall to zero; provided further that, subject to Section 2.1(c), the Borrower shall be deemed to request that the Lenders make advances on the last day of the Revolving Period in an amount necessary to settle pending acquisitions of Eligible Collateral Obligations; provided further that, under no circumstances will any Lender be obligated to fund advances in excess of its Commitment. The Multicurrency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders and the Multicurrency Lenders, as applicable, in each case in accordance with Section 2.2(d). Swingline Loans will only be funded in Dollars. (b) Each Term Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Term Loan” and collectively the “Term Loans”) on the related Funding Date, (1)(x) pursuant to an Assignment Agreement or (y) upon a request by the Borrower pursuant to Section 2.2(a) or (2) on any Conversion Date during the period from the Effective Date until the Term Commitment Termination Date, in each case, in an aggregate principal amount at its own expense newly executed payroll deduction authorization forms from any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Transferred Employees Term Lenders, the Total Term Commitment at such time. The Multicurrency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders and the Multicurrency Lenders, as applicable, in each case in accordance with Section 2.2(d). (c) Under no circumstances shall any Lender make a Revolving Loan, a Term Loan or a Swingline Loan if, after giving effect to whom Seller has made outstanding education loanssuch Loan and any purchase of Eligible Collateral Obligations in connection therewith, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)i) an Unmatured Event of Default or an Event of Default would exist, (ii) subject to obtaining the consent of the applicable Transferred Employee if required by lawimmediately after giving effect thereto, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednessa Borrowing Base Deficiency would exist, and (iii) as soon as practicable, but in no event more than thirty the Outstanding Loan Amount would exceed the Facility Amount or (30iv) days, after the date of deduction, remit Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller day. Subject to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify during the Revolving Period, the Borrower may borrow, reborrow, repay and hold harmless Buyer for all claims, demands, actions, proceedings, causes prepay (subject to the provisions of action, liability, loss, cost, damage, and expense (including reasonable attorney's feesSection 2.4) in any way arising from one or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datemore Revolving Loans.

Loans. Buyer shall i. Subject to and upon the terms and conditions set forth in the Amendment, each Lender having an “Initial Term Loan Commitment” severally agrees to make a loan or loans 77 LPL – Conformed A&R Credit Agreement (each, an “Initial Term Loan”) to the Borrower, which (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loansshall not exceed, mortgage loansfor any such Lender, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Initial Term Loan Commitment of such Lender, (ii) subject to obtaining shall not exceed, in the consent aggregate, the Total Term Loan Commitment, (iii) shall be made on the Effective Date, (iv) shall be denominated in Dollars, (v) may at the option of the applicable Transferred Employee if required by lawBorrower be incurred and maintained as, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednessand/or converted into, ABR Loans or EurodollarTerm SOFR Rate Loans, and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. ii. Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in Dollars, which Revolving Credit Loans (i) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving effect thereto and to the application of the proceeds thereof, result in such ▇▇▇▇▇▇’s Revolving Credit Exposure at such time exceeding such ▇▇▇▇▇▇’s Revolving Credit Commitment at such time, (iii) as soon as practicableshall not, after giving effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (iv) shall be made at any time and from time to time on and after the Fifth Amendment Effective Date and prior to the Revolving Credit Maturity Date, (v) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or EurodollarTerm SOFR Rate Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (vi) may be repaid and reborrowed in accordance with the provisions hereof. On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (i) Subject to and upon the terms and conditions set forth herein and in the Second Amendment, each Tranche B Term Lender severally agrees to make a loan or loans (each, a “Tranche B Term Loan”) to the Borrower, which (i) shall not exceed, for any such Lender, the Tranche B Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Tranche B Term Loan Commitment, (iii) shall be made on the Second Amendment Effective Date, (iv) may be made, in whole or in part, by means of a dollar-for-dollar, cashless exchange of Initial Term Loans for Tranche B Term Loans (in each case only to the extent so agreed by the Borrower, the Administrative Agent and the applicable Tranche B Term Lender), (v) shall be denominated in Dollars, (vi) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or EurodollarTerm SOFR Rate Loans; provided that all Tranche B Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche B Term of the same Class, and (vii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Tranche B Term Loan Maturity Date, all outstanding Tranche B Term Loans shall be repaid in full. (ii) Subject to and upon the terms and conditions set forth herein and in the Fourth Amendment, each Tranche B-1 Term Lender severally agrees to make a loan or loans (each, a “Tranche B-1 Term Loan”) to the Borrower, which (i) shall not exceed, for any such Lender, the Tranche B-1 Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Tranche B-1 Term Loan Commitment, (iii) shall be made on the Fourth Amendment Effective Date, (iv) may be made, in whole or in part, by means of a dollar-for-dollar, cashless exchange of Tranche B Term Loans for Tranche B-1 Term Loans (in each case only to the extent so agreed by the Borrower, the Administrative Agent and the applicable Tranche B-1 Term Lender), (v) shall be denominated in Dollars, (vi) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or EurodollarTerm SOFR Rate 78 LPL – Conformed A&R Credit Agreement Loans; provided that all Tranche B-1 Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche B-1 Term of the same Class, and (vii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Tranche B-1 Term Loan Maturity Date, all outstanding Tranche B-1 Term Loans shall be repaid in full. iv. Each Lender may at its option make any EurodollarTerm SOFR Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). v. Subject to and upon the terms and conditions herein set forth, each Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Fifth Amendment Effective Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan” and collectively, the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(f), (C) shall not exceed at any time outstanding the Swingline Commitment of such Swingline Lender, (D) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in (x) the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect or (y) the amount of any Swingline Lender’s Revolving Credit Exposure exceeding its respective Revolving Credit Commitment then in effect, and (E) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. No Swingline Lender shall make any Swingline Loan after receiving a written notice from the Borrower, the Administrative Agent or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as such Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no event more than thirty longer continuing. vi. Any Swingline Lender (30x) days, may in its sole discretion on any Business Day prior to the tenth Business Day after the date of deductionextension of any Swingline Loan and (y) shall on the tenth Business Day after such extension date (so long as such Swingline Loan remains outstanding), remit give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars, in which case Revolving Credit Loans constituting ABR Loans (each such funds (together with an accounting that identifies Borrowing, a “Mandatory Borrowing”) shall be made on the Transferred Employees with respect to whom the funds were deducted immediately succeeding Business Day by all Revolving Credit Lenders pro rata based on each such ▇▇▇▇▇▇’s Revolving Credit Commitment Percentage, and the amount deducted proceeds thereof shall be applied directly to such Swingline Lender to repay the Swingline Lender for each Transferred Employee) such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect make such Revolving Credit Loans upon one Business Day’s notice pursuant to each respective Transferred Employee pursuant to Mandatory Borrowing in the amount and in the manner specified in the preceding sentence shall commence as and on the date specified to it in writing by such Swingline Lender notwithstanding (i) that the amount of the Closing Date Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7.1 are then satisfied, (iii) whether a Default or an Event of Default has occurred and continue until is continuing, (iv) the earlier date of such Mandatory Borrowing or (v) any 79 LPL – Conformed A&R Credit Agreement reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the full amortization of applicable Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense required above (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from such Swingline Lender (without recourse or warranty) such participation of the outstanding indebtedness Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of such Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing same from and after such date of purchase. vii. The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 Administrative Agent and the amount Borrower, executed by the Borrower, the Administrative Agent and nature such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this indebtedness Agreement and (ii) references herein to the term “Swingline Lender” shall be identified on deemed to include such Revolving Credit Lender in its capacity as a Schedule 11.3.1 lender of Swingline Loans hereunder. viii. The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to be prepared such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless any outstanding Swingline Loans of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by Seller and submitted it prior to Buyer before the Closing Datesuch termination, but shall not make any additional Swingline Loans.

Loans. Buyer shall (a) Subject to and upon the terms and conditions set forth in the Amendment, each Lender having an “Initial Term Loan Commitment” severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loansshall not exceed, mortgage loansfor any such Lender, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Initial Term Loan Commitment of such Lender, (ii) subject to obtaining shall not exceed, in the consent aggregate, the Total Term Loan Commitment, (iii) shall be made on the Effective Date, (iv) shall be denominated in Dollars, (v) may at the option of the applicable Transferred Employee if required by lawBorrower be incurred and maintained as, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednessand/or converted into, ABR Loans or Term SOFR Rate Loans, and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (b) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in Dollars, which Revolving Credit Loans (i) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving effect thereto and to the application of the proceeds thereof, result in such ▇▇▇▇▇▇’s Revolving Credit Exposure at such time exceeding such ▇▇▇▇▇▇’s Revolving Credit Commitment at such time, (iii) as soon as practicable, but in no event more than thirty (30) daysshall not, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted giving effect thereto and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (iv) shall be made at any time and from time to time on and after the FifthSeventh Amendment Effective Date and prior to the Revolving Credit Maturity Date, (v) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Rate Loans; provided that all Revolving Credit Loans made by each respective Transferred Employee of the Lenders pursuant to the preceding sentence shall commence as same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the Closing Date same Type and continue until (vi) may be repaid and reborrowed in accordance with the earlier provisions hereof. On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) (i) Subject to and upon the terms and conditions set forth herein and in the Second Amendment, each Tranche B Term Lender severally agrees to make a loan or loans (each, a “Tranche B Term Loan”) to the Borrower, which (i) shall not exceed, for any such Lender, the Tranche B Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Tranche B Term Loan Commitment, (iii) shall be made on the Second Amendment Effective Date, (iv) may be made, in whole or in part, by means of a dollar-for-dollar, cashless exchange of Initial Term Loans for Tranche B Term Loans (in each case only to the extent so agreed by the Borrower, the Administrative Agent and the applicable Tranche B Term Lender), (v) shall be denominated in Dollars, (vi) may at the option of the full amortization Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Rate Loans; provided that all Tranche B Term Loans made by each of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration Lenders pursuant to the Transferred Employee. Seller shall not seek to acceleratesame Borrowing shall, cancel or unless otherwise change specifically provided herein, consist entirely of Tranche B Term of the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accountingsame Class, and nothing herein (vii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Tranche B Term Loan Maturity Date, all outstanding Tranche B Term Loans shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary repaid in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datefull.

Loans. Buyer shall (a) On the terms and subject to the conditions set forth in this Agreement (including the conditions precedent set forth in Article Four), the Borrower may from time to time on any Business Day during the Revolving Period, request that each Conduit Lender and Committed Lender make an advance (each such advance made by (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loansa Class A Lender, mortgage loansa “Class A Loan”, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining a Class B Lender, a “Class B Loan”) in the consent amount of each such Conduit Lender’s or Committed Lender’s Lender Percentage of the applicable Transferred Employee Principal Amount of the Loan requested (each, a “Lender Advance”), to the Borrower on a Funding Date; provided, however, that, notwithstanding the requirement above that each request to a Lender for a Lender Advance be in the amount of such Lender’s Lender Percentage of the Principal Amount of the Loan requested, with respect to any such requests made to Lenders in the Credit Suisse Lender Group, the Credit Suisse Agent, as Agent for the Credit Suisse Lender Group, shall have the right to reallocate the aggregate amount of such requests among the Lenders in the Credit Suisse Lender Group in its discretion; provided further, that, notwithstanding the requirement above that each request to a Lender for a Lender Advance be in the amount of such Lender’s Lender Percentage of the Principal Amount of the Loan requested, with respect to any such requests made to Lenders in the Atalaya Lender Group, the Agent for the Atalaya Lender Group shall have the right to reallocate the aggregate amount of such requests among the Lenders in the Atalaya Lender Group in its discretion. For purposes of clarity, unless at the time of any Lender Advance (x) the aggregate outstanding principal balance of the Class A Loans is equal to the Class A Aggregate Commitment or (y) the aggregate outstanding principal balance of the Class B Loans is equal to the Class B Aggregate Commitment, no Lender Advance may consist of any one single class. (b) No later than 12:00 p.m., New York City time, two (2) Business Days prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent, the Collateral Agent, the Agents and the Lenders of such proposed Funding Date and Loan by delivering to the Administrative Agent and the Agents (with a copy to the Collateral Agent and the Paying Agent): (i) a Funding Request, which will include, among other things, the proposed Funding Date, a calculation of the Class A Borrowing Base and the Total Borrowing Base (calculated as of the previous Determination Date or, with respect to the initial Funding Date or any Receivables added or to be added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date), each as of the date the Loan is requested and the Principal Amount of the Class A Loan and Class B Loan requested, and the Class A Loan and the Class B Loan shall each be in an amount at least equal to $250,000 or integral multiples of $10,000 in excess thereof; and (ii) an updated Schedule of Receivables that includes each Receivable, if required any, that is to be purchased by lawthe Borrower with the proceeds of the proposed Loan. (a) Following receipt by the Administrative Agent, continue the payroll deductions Collateral Agent, the Agents and the Lenders of a Funding Request during the Revolving Period, (i) each Conduit Lender (if any) may, in its sole discretion, make its Lender Advance of any Loan requested by the Borrower pursuant to which such Transferred Employees are discharging such indebtednessSection 2.01(b), and (ii) each Committed Lender, to the extent not made by the Conduit Lender in its Lender Group (if any), severally agrees to make its Lender Advance of any Loan requested by the Borrower, in each case, subject to the conditions contained herein, in an aggregate amount equal to the Loan so requested. (b) In no event shall: (iii) as soon as practicable, but in no event more than thirty (30) days, after a Committed Lender be required on any date to fund a Principal Amount that would cause the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees Loans Outstanding with respect to whom the funds were deducted and the amount deducted for each Transferred Employeesuch Committed ▇▇▇▇▇▇’s Lender Group, as determined after giving effect to such funding, to exceed such Committed ▇▇▇▇▇▇’s Commitment; (iv) any Loan be requested hereunder, nor shall any Lender be obligated to Seller for application by Seller fund its Lender Advance of any Loan, to the Transferred Employees' outstanding indebtedness. Buyer's obligation extent that after giving effect to such Loan, the Loans Outstanding that are Class A Loans would exceed the Class A Borrowing Base or the Loans Outstanding would exceed the Total Borrowing Base (each calculated as of the previous Determination Date or, with respect to each respective Transferred Employee pursuant any Receivables added or to be added to the preceding sentence Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date); (v) any Loan be requested hereunder if it shall commence as cause more than two (2) Funding Dates to occur in any one (1) calendar week; and (vi) the Principal Amount of the Closing Loans made on any Funding Date and continue until exceed the earlier of the full amortization of the Transferred Employee's indebtedness or the last date Available Amount on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Dateday.

Loans. Buyer shall (a) Subject to the terms and conditions set forth herein and in the Credit Agreement, (i) obtain each Additional Term Lender hereby agrees, severally and not jointly, to make an Additional Term Loan to the US Borrower on the Amendment Effective Date in an aggregate principal amount not to exceed the amount set forth opposite its name on Schedule I hereto (it being agreed that the Additional Term Loans made on the Amendment Effective Date shall be funded at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans99.50% of the principal amount thereof, and relocation notwithstanding such discount, all calculations hereunder with respect to such Additional Term Loans, including the accrual of interest and the repayment of interest and the repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof), and (ii) from and after the making of the Additional Term Loans and the application of the proceeds thereof on the Amendment Effective Date, (A) each Additional Term Loan shall be a “First Lien Term Loan”, a “Term Loan” and a “Loan”, (B) each person that holds Additional Term Loans from time to time shall be a “First Lien Term Loan Lender”, a “Term Loan Lender” and a “Lender”, in each case, for all purposes under the Credit Agreement (as amended hereby) and the other Loan Documents. Without limiting the foregoing, the US Borrower hereby unconditionally promises to repay the First Lien Term Loans (including the Additional Term Loans) in accordance with the schedule of installment payments set forth in Section 2.3 of the Credit Agreement (after giving effect to the amendments thereto effected hereby and as the same may be further adjusted in accordance with the Credit Agreement). Amounts borrowed as Additional Term Loans and subsequently repaid may not be reborrowed. (b) The proceeds of the Additional Term Loans will be used, together with the proceeds of new second lien term loans (excluding any Participant Loans under the Seller's Savings Plans“Incremental Second Lien Term Loans”) incurred on the date hereof pursuant to the Incremental Assumption Agreement and Amendment No. 1 to the Second Lien Credit Agreement, dated as of the date hereof (the “Second Lien Amendment”), and cash on hand, (i) to fund the Special Distribution, (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, prepay certain outstanding Revolving Credit Loans and (iii) as soon as practicableto pay fees, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted costs and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments expenses incurred by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged US Borrower in connection with transactions contemplated by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing DateAmendment.

Loans. Buyer (a) Upon the terms and conditions and relying upon the representations and warranties herein set forth, each Bank severally agrees to make Loans to the Borrower denominated in Dollars or Alternate Currencies, from time to time on any one or more Business Days during the period from the Closing Date to the Maturity Date, up to an aggregate Dollar Equivalent Value of the principal amount of Loans not exceeding at any one time outstanding the amount set opposite such Bank's name on the signature pages hereof as such Bank's Commitment (such amount, as it may be reduced from time to time pursuant to Section 4.7 and Section 13.10 being such Bank's "Commitment"); provided, however, that after giving effect to any Loan, in no event shall the Dollar Equivalent Value of the outstanding amount of all Loans of all Banks made hereunder to the Borrower plus the Dollar Equivalent Value of the Letter of Credit Outstandings at such time exceed the Commitments of all the Banks. Within such limits and during such period and subject to the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow hereunder. (b) The Borrower understands and agrees that the Existing Credit Agreement shall terminate, without necessity of further act of the parties, upon execution of this Agreement by the Borrower. The Borrower confirms and acknowledges its obligations to pay on the Closing Date all amounts outstanding under the Existing Credit Agreement, and the Borrower covenants and each other party hereto acknowledges and agrees that proceeds of the initial borrowings under this Agreement shall be used to pay all principal and accrued interest (if any) and all other amounts outstanding under the Existing Credit Agreement. (c) The Borrower shall execute and deliver to the Agent for each Bank to evidence the Loans made by each Bank, a promissory note (each, as the same may be amended, modified or extended from time to time, a "Note"), which shall be (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under dated the Seller's Savings Plans), Closing Date; (ii) subject to obtaining in the consent principal amount of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, Bank's Commitment; and (iii) in substantially the form attached hereto as soon Exhibit A, with the blanks appropriately filled. The outstanding principal balance of each Note shall be payable on the Maturity Date. Each Note shall bear interest on the unpaid principal amount thereof from time to time outstanding at the rate per annum determined as practicablespecified in Section 3, but in no event more than thirty (30) dayspayable on each Interest Payment Date and at maturity, after commencing with the first Interest Payment Date following the date of deduction, remit such funds Note. (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employeed) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in In the case of a default by proposed borrowing comprised of Eurodollar Loans, the Agent shall promptly notify each Bank of the applicable interest rate under Section 3. 1. In the case of all borrowings, each Bank shall, before 12:00 Noon (Dallas time) on the Borrowing Date, make available for the account of its Applicable Lending Office to the Agent at the Agent's Domestic Lending Office, in immediately available funds, and in the requested currency, its Pro Rata Percentage of such borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 8, on the Borrowing Date the Agent shall make the borrowing available to the Borrower at its Domestic Lending Office in immediately available funds and in the requested currency. Each Bank may, at its option, post on a Transferred Employee. Buyerschedule attached to its Note (x) the date and principal amount of each Loan made under such Note; (y) the rate of interest each such Loan will bear; and (z) each payment of principal thereon; provided, however, that any failure of such Bank to so mark ▇▇▇h Note shall not affect the Borrower's obligations under this Section 11.3.1 are limited thereunder; and provided further that such Bank's records as to payroll deductions of loan repayments such matters shall be controlling, absent manifest error, whether or not such Bank has so marked such Note. Any deposit to the Borrower's demand deposit account by the Transferred Employees and remittance of those funds and Agent pursuant to a request (whether written or oral) believed by the related accounting, and nothing herein Agent to be an authorized request by the Borrower for a Loan hereunder shall be construed deemed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer be a Loan hereunder for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) purposes with the same effect as if the Borrower had in any way arising from or incurred as a result of Buyer's administration of fact requested the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 Agent to be prepared by Seller and submitted to Buyer before the Closing Datemake such Loan.

Loans. Buyer shall (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make (or in the case of any Rollover Lender (as defined in the First Incremental Agreement) on the First Incremental Agreement Effective Date, be deemed to make) a loan or loans to the Borrower, which Initial Term Loans (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loansshall not exceed, mortgage loansfor any such Lender, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Initial Term Loan Commitment of such Lender, (ii) subject to obtaining shall not exceed, in the consent aggregate, the Total Initial Term Loan Commitment, (iii) shall be made (x) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the applicable Transferred Employee if required by lawdefinition of Initial Term Loan Commitments, continue on the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednessClosing Date, and (iiiy) as soon as practicablein the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (b) of the definition of Initial Term Loan Commitments, but on the First Incremental Agreement Effective Date, (iv) shall be denominated in no event more than thirty Dollars, (30v) daysmay, after at the date option of deductionthe Borrower, remit be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such funds (together with an accounting that identifies Initial Term Loans made by each of the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee Lenders pursuant to the preceding sentence same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall commence as be repaid in full. (i) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the Closing Date and continue until prior to the earlier Revolving Credit Maturity Date (provided that notwithstanding the foregoing, the aggregate amount of all Revolving Credit Loans made on the Closing Date shall not exceed the Initial Revolving Borrowing Amount), (E) may at the option of the full amortization Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration Lenders pursuant to the Transferred Employee. Seller same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (F) may be repaid and reborrowed in accordance with the provisions hereof. (ii) On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Eurodollar Loan; provided that (i) any exercise of such option shall not seek affect the obligation of the Borrower to acceleraterepay such Eurodollar Loan and (ii) in exercising such option, cancel or otherwise change such Lender shall use its reasonable efforts to minimize any increased costs to the terms Borrower resulting therefrom (which obligation of any education loans, mortgage loansthe Lender shall not require it to take, or relocation loans made by Seller refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to such Transferred Employees, except it and in the case event of a default by a Transferred Employee. Buyer's obligations such request for costs for which compensation is provided under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller the provisions of Section 2.10 shall indemnify apply). (i) Subject to and hold harmless Buyer for upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all claimsLenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, demands(E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, actionsall outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, proceedings(y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing. (ii) On any Business Day, causes the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of actionRevolving Credit Loans, liabilityin which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, loss, cost, damagea “Mandatory Borrowing”) shall be made on the same Business Day by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and expense the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon same Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding indebtedness Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase. (iii) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 Administrative Agent and the amount Borrower, executed by the Borrower, the Administrative Agent and nature such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this indebtedness Agreement and (ii) references herein to the term “Swingline Lender” shall be identified on deemed to include such Revolving Credit Lender in its capacity as a Schedule 11.3.1 lender of Swingline Loans hereunder. (iv) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to be prepared such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by Seller and submitted it prior to Buyer before the Closing Datesuch termination, but shall not make any additional Swingline Loans.

Loans. Buyer (a) Each Bank severally agrees, on the terms and conditions of this Agreement, to make loans to the Company in Dollars during the period from and including the Amendment Effective Date to but not including the Revolving Credit Commitment Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of such Bank’s Revolving Loan Commitment Percentage as in effect from time to time of the aggregate amount of the Revolving Loan Commitments as in effect from time to time; provided that the aggregate amount of all Revolving Loans, Swing Line Loans, Acceptance Liabilities and Letter of Credit Liabilities at any one time outstanding shall not exceed the lesser of (x) the Revolving Loan Commitments as in effect from time to time and (y) the Borrowing Base. Subject to the terms and conditions of this Agreement, during such period the Company may borrow, repay and reborrow the amount of the Revolving Loan Commitments by means of Base Rate Loans, Eurodollar Loans and Money Market Loans and may Convert one Type into Loans of another Type (as provided in Section 2.10 hereof) or Continue Loans of one Type as Loans of the same Type (as provided in Section 2.10 hereof), provided that (a) no more than ten separate Interest Periods in respect of Eurodollar Loans from each Bank may be outstanding at any one time and (b) no more than ten separate Interest Periods in respect of Money Market Loans from each Bank may be outstanding at any one time. (b) On a single occasion after the date hereof, the Company may, by written notice to the Agent (but without the consent of the Agent) and with the consent of the Issuing Bank (such consent not to be unreasonably withheld), request that a Bank and/or a financial institution not already a Bank hereunder and acceptable to the Agent (each a “New Bank”) increase the amount of the Revolving Loan Commitments in an aggregate amount not to exceed $25,000,000 (the “Commitment Increase”) in one or more increments of at least $10,000,000 on the date specified in such notice (the “Effective Date”); provided that each Bank shall have the right of first refusal with respect to any such Commitment Increase and no Bank shall be required to participate in such Commitment Increase. Each New Bank (if any) shall become a Bank hereunder for all purposes of this Agreement and the other Basic Documents on the Effective Date. The Commitment Increase shall be subject to the satisfaction of the following conditions on or prior to the Effective Date: (i) obtain each New Bank shall have executed and delivered to the Agent and to the Company a joinder agreement, in form and substance satisfactory to the Agent, pursuant to which the New Bank shall agree to be a Lender hereunder with a Revolving Loan Commitment equal to at its own expense newly executed payroll deduction authorization forms least $10,000,000; (ii) the New Bank shall have purchased from all Transferred Employees each other Bank, effective as of the Effective Date, an assignment of such other Bank’s outstanding Loans on the Effective Date (for a purchase price equal to whom Seller has made the principal amount thereof) in the respective amounts such that, after giving effect thereto, the outstanding education loansLoans and unused Commitments shall be held ratably among the Banks; (iii) the Company shall have paid any amounts payable under Section 5.04 hereof as if the Loans being assigned pursuant to the foregoing clause (ii) were being prepaid; and (iv) no Default shall be continuing on the Effective Date. (c) Subject to the terms and conditions of this Agreement, mortgage loansthe Revolving Loan Commitments may be utilized, and relocation upon the request of the Company to the Swing Line Bank, in addition to the Revolving Loans provided for by clause (a) hereof, to make swing line loans (excluding the “Swing Line Loans”) to the Company in Dollars during the period from and including the Amendment Effective Date to but not including the Revolving Credit Commitment Termination Date in an aggregate principal amount at any Participant one time outstanding up to but not exceeding $10,000,000 (the “Swing Line Commitment”). Subject to the terms and conditions of this Agreement, during such period the Company may borrow, repay and reborrow Swing Line Loans. At the option of the Borrower, Swing Line Loans under may be Base Rate Loans or Money Market Loans. On the Seller's Savings Plans)date a Swing Line Loan is made by the Swing Line Bank, the Swing Line Bank shall be deemed to have sold and transferred to each other Bank and each such other Bank shall be deemed irrevocably and unconditionally to have purchased and received from the Swing Line Bank, without recourse or warranty, an undivided interest and participation, to the extent of such other Bank’s Revolving Loan Commitment Percentage of the Swing Line Loan so made. The Swing Line Bank shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Commitment or (ii) unless otherwise agreed to by the Swing Line Bank, in its sole discretion, the sum of all Revolving Loans made by the Swing Line Bank plus the Swing Line Bank’s Revolving Loan Commitment Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Liabilities would exceed the Swing Line Bank’s Revolving Loan Commitment Percentage of the then existing Revolving Loan Commitment; provided that the aggregate amount of all Revolving Loans, Swing Line Loans, Acceptance Liabilities and Letter of Credit Liabilities at any one time outstanding shall not exceed the lesser of (x) the Revolving Loan Commitments as in effect from time to time and (y) the Borrowing Base. If (i) any Swing Line Loan shall be outstanding for more than five consecutive Business Days, (ii) subject to obtaining any Swing Line Loan is or will be outstanding on a date when the consent of the applicable Transferred Employee if required by lawCompany requests that a Revolving Loan be made, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and or (iii) any Default shall occur and be continuing, then each Bank (other than the Swing Line Bank) irrevocably agrees that it will, at the request of the Swing Line Bank in its sole and absolute discretion, make a Revolving Loan (which shall initially be funded as soon a Base Rate Loan) in an amount equal to such Bank’s Revolving Loan Commitment Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as practicablethe “Refunded Swing Line Loans”). On or before 2:00 p.m. New York time on the first Business Day following receipt by each Bank (other than the Swing Line Bank) of a request to make Revolving Loans as provided in the preceding sentence, but each Bank (other than the Swing Line Bank) shall deposit in no event more than thirty (30) days, after an account specified by the date of deduction, remit Swing Line Bank the amount so requested in same day funds and such funds (together shall be applied by the Swing Line Bank to repay the Refunded Swing Line Loans. In connection with the Refunded Swing Line Loans, the Swing Line Bank shall be deemed to have made Revolving Loans in an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller equal to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as Swing Line Bank’s Revolving Loan Commitment Percentage of the Closing Date and continue until the earlier aggregate principal amount of the full amortization of Refunded Swing Line Loans. Upon the Transferred Employee's indebtedness making (or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to acceleratedeemed making, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of the Swing Line Bank) of any Revolving Loans pursuant to this paragraph, the amount so funded shall become an outstanding Revolving Loan and shall no longer be owed as a default by a Transferred EmployeeSwing Line Loan. Buyer's obligations under All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Bank) pursuant to this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein paragraph shall be construed appropriately adjusted to obligate Buyer reflect the period of time during which the Swing Line Bank had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Bank’s (other than the Swing Line Bank’s) obligation to repay make the Revolving Loans referred to Seller in this paragraph shall be absolute and unconditional and shall not be affected by any portion circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Bank, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuation of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of the outstanding indebtedness Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Basic Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided thatforegoing (and if, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration the occurrence of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as any Event of Default described in clauses (f) or (g) of Section 9 with respect to the Company, any Bank shall be prohibited or stayed from making any such Revolving Loan referred to in this paragraph, each such Bank shall pay to the Swing Line Bank an amount equal to each Revolving Loan otherwise required to be made by it pursuant to this Section 11.3.1 and in payment for the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 participation in the related Swing Line Loan purchased by such Bank pursuant to be prepared by Seller and submitted to Buyer before the Closing Dateforegoing clause (c)).

Loans. Buyer (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, each Lender with a Commitment agrees, severally and not jointly, to provide Loans to the Borrower on the Effective Date in a principal amount not to exceed its Commitment. Each Lender shall provide such Loans to the Borrower on the Effective Date pursuant to (x) the automatic substitution and exchange, on a cashless basis, of the Pre-Existing Borrowings for Loans, in a principal amount equal to such Pre-Existing Borrowings, which shall be deemed Loans issued hereunder on the Effective Date and (y) the funding in cash of Loans (the “Effective Date Advance”) hereunder on the Effective Date in an aggregate principal amount equal to each Lender’s Funded Cash Amount. The Original Issue Discount shall be deducted from the Effective Date Advance and credited to the [****] Lenders on a pro rata basis. All Commitments, Pre-Existing Borrowings and Funded Cash Amounts of each Lender are set forth on Schedule 2.1 under the correlative heading. (b) As of the Effective Date, the aggregate Outstanding Amount (including, for the avoidance of doubt, all Funded Cash Amounts) owing to the Lenders under, or in respect of, the Loans and in respect of all Obligations, is $200,364,584.19, allocated between the Lenders as set forth in Schedule 2.1. (c) The outstanding principal balance of and all accrued and unpaid interest on the Loans shall be due and payable on the earlier of (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Maturity Date, (ii) subject to obtaining the consent a Change of the applicable Transferred Employee if required by lawControl, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty upon the sale or transfer of all or substantially all assets of the Collateral Properties and (30iv) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as acceleration of the Closing Date and continue until Loans in accordance with the earlier terms hereof. Any principal amount of the full amortization Loans that is repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller Loans shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the constitute Obligations. (d) Any contrary in Article 12 provision of this Agreement or Section 11.6 any other Loan Document notwithstanding, at any time after the occurrence and during the continuance of this Agreementa Default or an Event of Default, Seller shall indemnify and hold harmless Buyer [****] may, from time to time, make Loans to, or for all claimsthe benefit of, demandsBorrower, actionsas it deems necessary or desirable (i) to preserve or protect the Collateral, proceedingsor any portion thereof, causes or (ii) to enhance the likelihood of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration repayment of the outstanding indebtedness or Obligations (the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as Loans described in this Section 11.3.1 2.1(d) shall be referred to as “Protective Advances”). (e) Each Protective Advance shall be deemed to be a Loan hereunder. The Protective Advances shall be repayable on demand, secured by Agent’s Liens, constitute Obligations hereunder, and bear interest at the amount and nature rate applicable from time to time to Loans. The provisions of this indebtedness shall be identified on a Schedule 11.3.1 Section 2.1(d) are for the exclusive benefit of Agent and Lenders and are not intended to be prepared by Seller and submitted to Buyer before the Closing Datebenefit Borrower (or any other Loan Party) in any way.

Loans. Buyer shall (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loansBank agrees, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent of terms and conditions hereof, to lend Borrower at any time and from time to time on or before the applicable Transferred Employee if required by law, continue Maturity Date sums (each year-end called a "Loan" and collectively the payroll deductions pursuant to "Loans") which such Transferred Employees are discharging such indebtedness, may be repaid and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee reborrowed pursuant to the preceding sentence terms hereof and which shall commence as not exceed at any one time outstanding the amount of the Closing Date Commitment. Whenever Borrower desires a Loan hereunder, Borrower shall give Bank notice in the form of Exhibit "A" attached hereto (a "Borrowing and continue until Interest Notice Request") specifying (a) the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on (which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except be a Business Day in the case of a default by Loan based upon the Floating Base Rate or a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited LIBO Business Day in the case of a Loan based upon the LIBO Rate) of the proposed borrowing, (b) the amount to payroll deductions be borrowed, (c) the portion of loan repayments by the Transferred Employees and remittance borrowing constituting a Loan based upon the Floating Base Rate and/or a Loan based upon the LIBO Rate (which LIBO Rate based Loan may only be in integral multiples of those funds and the related accounting$500,000), and nothing herein shall be construed to obligate Buyer to repay to Seller (d) if any portion of the outstanding indebtedness proposed borrowing constitutes a LIBO Rate based Loan, the initial LIBO Interest Period selected by Borrower (thirty days, sixty days or ninety days). Such notice shall be given by 10 a.m. (Dallas, Texas time) on the date of the Transferred Employees that are not otherwise discharged proposed borrowing in the case of a Floating Base Rate Loan, and by the Transferred Employees themselves; provided that10 a.m. (Dallas, notwithstanding anything Texas time) two (2) Business Days prior to the contrary date of the proposed borrowing in Article the case of a LIBO Rate based Loan. The notice required may be given telephonically by Borrower to Bank, but upon giving such telephonic notice Borrower shall immediately thereafter provide Bank with the written notice attached hereto as Exhibit A. All notices given under this Section shall be irrevocable. Not later than 12 noon (Dallas, Texas time) on the date of this Agreement or Section 11.6 the proposed borrowing and upon fulfillment of all other conditions required by this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and Bank will make such Loan available to Borrower by crediting the amount and nature of this indebtedness thereof to Borrower's account with Bank or otherwise disbursing it as Borrower shall request in writing. No Loans may be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before obtained after the Closing Maturity Date.

Loans. Buyer (i) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus may make revolving loans (the "Loans") to Company and Eligible Subsidiaries from time to time during the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the "Reserves") and (y) an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability, minus (III) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to as the "Formula Amount". Company and each Eligible Subsidiary shall jointly and severally execute and deliver to Laurus on the Closing Date a Minimum Borrowing Note and a Revolving Note evidencing the Loans funded on the Closing Date. From time to time thereafter, Company and each Eligible Subsidiary shall jointly and severally execute and deliver to Laurus immediately prior to the final funding of each additional $1,000,000 tranche of Loans allocated to any Minimum Borrowing Note issued after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by Company and each Eligible Subsidiary to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Revolving Note should equal or exceed $1,000,000 to the extent that the outstanding balance on the Minimum Borrowing Note shall be less than $1,000,000 (the difference of $1,000,000 less the actual balance of the Minimum Borrowing Note, the "Available Minimum Borrowing"), such portion of the balance of the Revolving Note as shall equal the Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the Revolving Note and transferred to, and evidenced by, the Minimum Borrowing Note. (ii) Notwithstanding the limitations set forth above, if requested by Company and/or the Eligible Subsidiaries, Laurus retains the right to lend to Company and the Eligible Subsidiaries from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. If Laurus decides, in its sole discretion, to lend such amounts in excess of such limitations, the lending of such amounts shall not, on its own, cause the occurrence of an Event of Default. (iii) Each of Company and the Eligible Subsidiaries acknowledge that the exercise of Laurus' discretionary rights hereunder (which shall be exercised by Laurus in good faith and in its commercially reasonable discretion) may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and/or Inventory Availability and each of Company and the Eligible Subsidiaries hereby consent to any such increases or decreases which may limit or restrict advances requested by Company. (iv) If any interest, fees, costs or charges payable to Laurus hereunder are not paid when due, each of Company and the Eligible Subsidiaries shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to Company's and the Eligible Subsidiaries' account, a Loan as of such date in an amount equal to such unpaid interest, fees, costs or charges. (v) If Company or any Eligible Subsidiary at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, following any applicable notice and grace periods, if any, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of Company and/or such Eligible Subsidiary (or, at Laurus' option, in Laurus' name) and may, but need not, take any and all other actions which Laurus may deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments). Laurus shall provide written notice to Company specifying all actions taken by Laurus under the immediately preceding sentence. The amount of all monies expended and all costs and expenses (including attorneys' fees and legal expenses) incurred by Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Laurus shall be charged to Company's and the Eligible Subsidiaries' account as a Loan and added to the Obligations. To facilitate Laurus' performance or observance of such covenants of Company and each Eligible Subsidiary, Company and each Eligible Subsidiary hereby irrevocably appoint Laurus, or Laurus' delegate, acting alone, as its attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of it any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by it. Laurus shall provide written notice to Company specifying all actions taken by Laurus under the immediately preceding sentence. (vi) Laurus will account to Company monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or items to which objection is made. (vii) During the Term, Company and each Eligible Subsidiary may borrow and prepay Loans in accordance with the terms and conditions hereof. (viii) If any Eligible Account is not paid by the Account Debtor within ninety (90) days after the date that such Eligible Account was invoiced or if any Account Debtor asserts a deduction, dispute, contingency, set-off, or counterclaim with respect to any Eligible Account, (a "Delinquent Account"), each of Company and the Eligible Subsidiaries shall (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees reimburse Laurus for the amount of the Loans made with respect to whom Seller has made outstanding education loans, mortgage loans, and relocation loans such Delinquent Account plus an adjustment fee in an amount equal to one-half of one percent (excluding any Participant Loans under 0.50%) of the Seller's Savings Plans), gross face amount of such Eligible Account or (ii) subject immediately replace such Delinquent Account with an otherwise Eligible Account. (b) Following the occurrence of an Event of Default which continues to obtaining exist, Laurus may, at its option, elect to convert the consent credit facility contemplated hereby to an accounts receivable purchase facility. Upon such election by Laurus (subsequent notice of which Laurus shall provide to Company and the Eligible Subsidiaries), Company and the Eligible Subsidiaries shall be deemed to hereby have sold, assigned, transferred, conveyed and delivered to Laurus, and Laurus shall be deemed to have purchased and received from Company and each Eligible Subsidiary, all right, title and interest of Company and each Eligible Subsidiary in and to all Accounts which shall at any time constitute Eligible Accounts (the "Receivables Purchase"). All outstanding Loans hereunder shall be deemed obligations under such accounts receivable purchase facility. The conversion to an accounts receivable purchase facility in accordance with the terms hereof shall not be deemed an exercise by Laurus of its secured creditor rights under Article 9 of the applicable Transferred Employee if UCC. Immediately following Laurus' request, Company and each Eligible Subsidiary shall execute all such further documentation as may be required by lawLaurus to more fully set forth the accounts receivable purchase facility herein contemplated, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednessincluding, without limitation, Laurus' standard form of accounts receivable purchase agreement and (iii) as soon as practicableaccount debtor notification letters, but in no event more than thirty (30) days, after the date of deduction, remit Company's or any Eligible Subsidiary's failure to enter into any such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller documentation shall not seek to accelerate, cancel impair or otherwise change affect the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) Receivables Purchase in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datemanner whatsoever.

Loans. Buyer shall (a) Subject to the terms and conditions hereof, each Lender severally agrees from time to time during the Commitment Period to make revolving credit loans to one or more of the Core Currency Borrowers in the respective Applicable Currencies (each a "Revolving Loan" and, as the context may require, collectively with all other Revolving Loans of such Lender and with the Revolving Loans of all other Lenders, the "Revolving Loans"), provided, however, that immediately after giving effect thereto, (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loansthe Aggregate Credit Exposure shall not exceed the Aggregate Commitments, and relocation loans (excluding any Participant ii) with respect to each Lender, (I) the aggregate principal amount of all Revolving Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Revolving Loan), plus (II) the aggregate principal amount of all Individual Currency Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent of each such Individual Currency Loan), plus (III) the SL/LC Credit Exposure of such Lender, shall not exceed such Lender's Commitment. During the Commitment Period, the Core Currency Borrowers may borrow, prepay in whole or in part and reborrow Revolving Loans under the Seller's Savings PlansAggregate Commitments, all in accordance with the terms and conditions of this Agreement. (b) Subject to the terms and conditions hereof, Revolving Loans, (i) if to be made in Dollars (each a "Dollar Revolving Loan" and, collectively, the "Dollar Revolving Loans"), shall be made to one or more Domestic Borrowers and shall, at the option of such Domestic Borrowers, be either ABR Advances or Eurodollar Advances, (ii) subject if to obtaining be made in French Francs, shall be made to the consent French Borrower, (iii) if to be made in German Marks, shall be made to the German Borrower, (iv) if to be made in Japanese Yen, shall be made to the Japanese Borrower, and (v) if to be made in Sterling Pounds, shall be made to the Sterling Borrower. The Revolving Loans, together with all accrued and unpaid interest thereon, shall mature and be due and payable in the Applicable Currency on the Maturity Date. (c) Subject to and upon the terms and conditions set forth herein, the Swing Line Lender in its individual capacity agrees to make at any time and from time to time during the Swing Line Commitment Period, a loan or loans (each a "Swing Line Loan" and, collectively, the "Swing Line Loans") to one or more of the Swing Line Borrowers, which Swing Line Loans (i) shall, at the option of the applicable Transferred Employee if required Swing Line Borrower, be made and maintained as Dollar Swing Line Loans or Alternate Currency Swing Line Loans in an Available Alte▇▇▇▇▇ (d) On any Business Day, the Swing Line Lender may, in its sole discretion, give notice to the Lenders and the Parent (on behalf of all Swing Line Borrowers) that its outstanding Swing Line Loans shall be funded with a borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Sections 9.1(g) or (h)), in which case one or more borrowings of Revolving Loans constituting ABR Advances (or constituting one or more Eurodollar Advances specified by lawthe Parent in accordance with Section 2.3(a)) or Alternate Currency Revolving Loans with a one month Euro Interest Period (or such other Euro Interest Period(s) specified - 38 - 45 by the Parent in accordance with Section 2.3(a)) in the Applicable Currency, continue as the payroll deductions case may be (each such borrowing a "Mandatory Borrowing"), shall be made on the fifth Business Day immediately succeeding such notice by all Lenders pro rata based on each such Lender's Availability Percentage immediately prior thereto but after giving effect to any prepayment of Revolving Loans, Individual Currency Loans, or Swing Line Loans, or any payment of reimbursement obligations in respect of the Letters of Credit, to be made simultaneously therewith, and the proceeds thereof shall be applied directly to the Swing Line Lender to repay the Swing Line Lender for such outstanding Swing Line Loans. Each Lender hereby irrevocably agrees to make Revolving Loans in Dollars or the Applicable Currency, as the case may be, pursuant to which such Transferred Employees each Mandatory Borrowing in respect of any Swing Line Loan in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swing Line Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Loans otherwise required hereunder, (ii) whether any conditions specified in Sections 5 and 6 are discharging such indebtednessthen satisfied, and (iii) as soon as practicablewhether a Default or an Event of Default then exists, but in no event more than thirty (30iv) days, after the date of deductionsuch Mandatory Borrowing, remit (v) the aggregate principal amount of all Loans then outstanding (determined on the basis of the Dollar Equivalent of each outstanding Alternate Currency Loan), (vi) the Aggregate Credit Exposure at such funds time and (together with an accounting vii) the amount of the Aggregate Commitments at such time, provided that identifies the Transferred Employees no Non-Swing Loan Event shall have occurred and be continuing with respect to whom such Swing Line Loan. In the funds were deducted event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of any proceeding referred to in Sections 9.1(g) or (h)) then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Parent or the applicable Swing Line Borrower on or after such date and prior to such purchase) from the Swing Line Lender such assignments in each outstanding Swing Line Loan as shall be necessary to cause the Lenders to share in each such Swing Line Loan ratably based upon their respective Availability Percentages at such time, provided that no Non-Swing Loan Event shall have occurred and be continuing with respect to such Swing Line Loan, and provided further that all interest payable on each such Swing Line Loan shall be for the account of the Swing Line Lender until the date as of which the respective assignment therein is purchased and, to the extent attributable to the purchased assignment, shall be payable to the relevant Lender from and after such date. Each Lender agrees promptly to indemnify the Swing Line Lender for any costs or expenses the Swing Line Lender may incur as a result of the failure of such Lender to fulfill its obligations under this Section 2.1(d). (e) Subject to the terms and conditions hereof, each Lender in its individual capacity agrees to make at any time and from time to time during the Commitment Period a loan or loans under one or more of its Individual Currency Commitments (each an "Individual Currency Loan" and, as the context may require, collectively with all other Individual Currency Loans of such Lender and, as the context may require, with the Individual Currency Loans of all other Lenders, the "Individual Currency Loans") to one or more of the applicable Non-Core Currency Borrowers in the respective Applicable Currencies, provided, however, that immediately after giving effect thereto: (i) the Aggregate Credit Exposure shall not exceed the Aggregate Commitments, (ii) the Aggregate Credit Exposure attributable to all Loans and Letters of Credit designated in Non-Core Currencies shall not exceed $60,000,000, (iii) with respect to any Applicable Currency, (x) the aggregate principal amount of the Individual Currency Loans of such Lender designated in such Applicable Currency shall not exceed such Lender's Individual Currency Commitment for such Applicable Currency and (y) the sum of the aggregate principal amount of the Individual Currency Loans of all Lenders in such Applicable Currency and the amount deducted for Letter of Credit Exposure attributable to all Letters of Credit issued in such Applicable Currency (determined on the basis of the Dollar Equivalent of each Transferred Employeesuch Individual Currency Loan and each such Letter of Credit) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation shall not exceed $5,000,000, and (iv) with respect to each respective Transferred Employee pursuant Lender (x) the aggregate principal amount of all Individual Currency Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent of each such Individual Currency Loan), plus (y) the aggregate principal amount of all Revolving Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Revolving Loan), plus (z) the SL/LC Credit Exposure of such Lender, shall not exceed such Lender's Commitment. During the Commitment Period, the Non-Core Currency Borrowers may borrow, prepay in whole or in part and reborrow Individual Currency Loans under the Aggregate Individual Currency Commitments, all in accordance with the terms and conditions of this Agreement. (f) Subject to the preceding sentence terms and conditions hereof, Individual Currency Loans, (i) if to be made in Australian Dollars, shall commence as of be made to the Closing Date Australian Borrower, (ii) if to be made in Canadian Dollars, shall be made to the Canadian Borrower, (iii) if to be made in Hong Kong Dollars, shall be made to the Hong Kong Borrower, (iv) if to be made in Italian Lira, shall be made to the Italian Borrower, (v) if to be made in Korean Won, shall be made to the Korean Borrower, (vi) if to be made in Malaysian Ringgit, shall be made to the Malaysian Borrower, (vii) if to be made in Mexican Pesos, shall be made to the Mexican Borrower, (viii) if to be made in Philippine Pesos, shall be made to the Philippine Borrower, (ix) if to be made in Singaporean Dollars, shall be made to the Singaporean Borrower, (x) if to be made in Swiss Francs, shall be made to the Swiss Borrower, (xi) if to be made in New Taiwan Dollars, shall be made to the Taiwanese Borrower, and continue until (xii) if to be made in Thai Baht, shall be made to the Thai Borrower. Each Individual Currency Loan shall be due and payable on the earlier of (x) the full amortization last day of the Transferred Employee's indebtedness or Individual Currency Interest Period applicable thereto and (y) the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Maturity Date.

Loans. Buyer shall (ia) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees Prior to whom Seller the date hereof, each Tranche A Lender has made outstanding education loans, mortgage loans, and relocation loans available to AN Extend (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller or subsequent to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee making thereof, has acquired) a Tranche A Loan pursuant to the preceding sentence Original Credit Agreement, in the original aggregate principal amount set forth opposite to such Lender’s name in Annex C. The outstanding principal amount of the Tranche A Loans on the Restatement Effective Date shall commence remain outstanding and be payable pursuant to the terms hereof. (b) Prior to the date hereof, each Tranche B Lender has made available to Ultimate Holdings (or subsequent to the making thereof, has acquired) a Tranche B Loan pursuant to the Original Credit Agreement, in the original aggregate principal amount set forth opposite to such Lender’s name in Annex C. The outstanding principal amount of the Tranche B Loans on the Restatement Effective Date shall remain outstanding and be payable pursuant to the terms hereof. (c) On and as of the Closing Date and continue until the earlier Restatement Effective Date, upon satisfaction of each of the full amortization conditions specified in Section 12.1, the Original Credit Agreement is hereby amended and modified as provided in this Agreement, with each and all provisions thereof being replaced and superseded by the provisions of this Agreement. (d) All commitments, if any, under the Original Credit Agreement, upon satisfaction of the Transferred Employee's indebtedness conditions specified in Section 12.1, are hereby terminated, and the Lenders shall be under no obligation to make available any loan or the last date on which Buyer or one of its Affiliates pays remuneration extend credit in any other form to the Transferred Employee. Seller shall not seek to accelerateany Borrower, cancel or otherwise change the terms of any education loansexcept, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of the New Lenders, as expressly contemplated herein. (e) Each Tranche A-2 Lender agrees to make a default by Tranche A-2 Loan to AN Extend on the Restatement Effective Date in an amount equal to such Lender’s Pro Rata Share of the aggregate amount of the Tranche A-2 Commitments of all Tranche A-2 Lenders. The Tranche A-2 Commitments of the Tranche A-2 Lenders to make Tranche A-2 Loans shall expire concurrently with the making of the Tranche A-2 Loans on the Restatement Effective Date. (f) Each Tranche B-2 Lender agrees to make a Transferred EmployeeTranche B-2 Loan to Ultimate Holdings on the Restatement Effective Date in an amount equal to such Lender’s Pro Rata Share of the aggregate amount of the Tranche B-2 Commitments of all Tranche B-2 Lenders. Buyer's obligations under this Section 11.3.1 are limited The Tranche B-2 Commitments of the Tranche B-2 Lenders to payroll deductions make Tranche B-2 Loans shall expire concurrently with the making of loan repayments by the Transferred Employees and remittance Tranche B-2 Loans on the Restatement Effective Date. Notwithstanding the foregoing, at the election of those funds and the related accountingeach Tranche B-2 Lender, and nothing herein shall be construed to obligate Buyer to repay to Seller all or any portion of the outstanding indebtedness Tranche B-2 Loans required to be made by such Tranche B-2 Lender may be disbursed in Pesos and, if so elected, the amount of such funding by such Tranche B-2 Lender shall be determined by converting the amount of Dollars required to be funded by such Tranche B-2 Lender on the Restatement Effective Date into Pesos (using for such determination the Reference Exchange Rate); provided, however, that notwithstanding any funding in Pesos, the Borrowers acknowledge and agree that the Tranche B-2 Commitments and all accounting records of the Transferred Employees that are not otherwise discharged by Tranche B-2 Commitments and the Transferred Employees themselves; provided that, notwithstanding anything to Tranche B-2 Loans and the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration obligations of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees Borrowers with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness respect thereto, shall be identified on a Schedule 11.3.1 in Dollars. (g) Amounts repaid with respect to any of the Loans may not be prepared by Seller and submitted to Buyer before the Closing Datereborrowed.

Loans. Buyer shall (a) Subject to and upon the terms and conditions set forth in the Amendment, each Lender having an “Initial Term Loan Commitment” severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loansshall not exceed, mortgage loansfor any such Lender, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Initial Term Loan Commitment of such Lender, (ii) subject to obtaining shall not exceed, in the consent aggregate, the Total Term Loan Commitment, (iii) shall be made on the Effective Date, (iv) shall be denominated in Dollars, (v) may at the option of the applicable Transferred Employee if required by lawBorrower be incurred and maintained as, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednessand/or converted into, ABR Loans or Term SOFR Rate Loans, and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (b) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in Dollars, which Revolving Credit Loans (i) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving effect thereto and to the application of the proceeds thereof, result in such ▇▇▇▇▇▇’s Revolving Credit Exposure at such time exceeding such ▇▇▇▇▇▇’s Revolving Credit Commitment at such time, (iii) as soon as practicableshall not, after giving effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (iv) shall be made at any time and from time to time on and after the SeventhEighth Amendment Effective Date and prior to the Revolving Credit Maturity Date, (v) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Rate Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (vi) may be repaid and reborrowed in accordance with the provisions hereof. On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (i) Subject to and upon the terms and conditions set forth herein and in the Second Amendment, each Tranche B Term Lender severally agrees to make a loan or loans (each, a “Tranche B Term Loan”) to the Borrower, which (i) shall not exceed, for any such Lender, the Tranche B Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Tranche B Term Loan Commitment, (iii) shall be made on the Second Amendment Effective Date, (iv) may be made, in whole or in part, by means of a dollar-for-dollar, cashless exchange of Initial Term Loans for Tranche B Term Loans (in each case only to the extent so agreed by the Borrower, the Administrative Agent and the applicable Tranche B Term Lender), (v) shall be denominated in Dollars, (vi) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Rate Loans; provided that all Tranche B Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche B Term of the same Class, and (vii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Tranche B Term Loan Maturity Date, all outstanding Tranche B Term Loans shall be repaid in full. (ii) Subject to and upon the terms and conditions set forth herein and in the Fourth Amendment, each Tranche B-1 Term Lender severally agrees to make a loan or loans (each, a “Tranche B-1 Term Loan”) to the Borrower, which (i) shall not exceed, for any such Lender, the Tranche B-1 Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Tranche B-1 Term Loan Commitment, (iii) shall be made on the Fourth Amendment Effective Date, (iv) may be made, in whole or in part, by means of a dollar-for-dollar, cashless exchange of Tranche B Term Loans for Tranche B-1 Term Loans (in each case only to the extent so agreed by the Borrower, the Administrative Agent and the applicable Tranche B-1 Term Lender), (v) shall be denominated in Dollars, (vi) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Rate Loans; provided that all Tranche B-1 Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche B-1 Term of the same Class, and (vii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Tranche B-1 Term Loan Maturity Date, all outstanding Tranche B-1 Term Loans shall be repaid in full. (d) Each Lender may at its option make any Term SOFR Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). (e) Subject to and upon the terms and conditions herein set forth, each Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the SeventhEighth Amendment Effective Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan” and collectively, the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(f), (C) shall not exceed at any time outstanding the Swingline Commitment of such Swingline Lender, (D) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in (x) the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect or (y) the amount of any Swingline Lender’s Revolving Credit Exposure exceeding its respective Revolving Credit Commitment then in effect, and (E) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. No Swingline Lender shall make any Swingline Loan after receiving a written notice from the Borrower, the Administrative Agent or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as such Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no event more than thirty longer continuing. (30f) days, Any Swingline Lender (x) may in its sole discretion on any Business Day prior to the tenth Business Day after the date of deductionextension of any Swingline Loan and (y) shall on the tenth Business Day after such extension date (so long as such Swingline Loan remains outstanding), remit give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars, in which case Revolving Credit Loans constituting ABR Loans (each such funds (together with an accounting that identifies Borrowing, a “Mandatory Borrowing”) shall be made on the Transferred Employees with respect to whom the funds were deducted immediately succeeding Business Day by all Revolving Credit Lenders pro rata based on each such ▇▇▇▇▇▇’s Revolving Credit Commitment Percentage, and the amount deducted proceeds thereof shall be applied directly to such Swingline Lender to repay the Swingline Lender for each Transferred Employee) such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect make such Revolving Credit Loans upon one Business Day’s notice pursuant to each respective Transferred Employee pursuant to Mandatory Borrowing in the amount and in the manner specified in the preceding sentence shall commence as and on the date specified to it in writing by such Swingline Lender notwithstanding (i) that the amount of the Closing Date Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7.1 are then satisfied, (iii) whether a Default or an Event of Default has occurred and continue until is continuing, (iv) the earlier date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the full amortization of applicable Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense required above (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from such Swingline Lender (without recourse or warranty) such participation of the outstanding indebtedness Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of such Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing same from and after such date of purchase. (g) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 Administrative Agent and the amount Borrower, executed by the Borrower, the Administrative Agent and nature such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this indebtedness Agreement and (ii) references herein to the term “Swingline Lender” shall be identified on deemed to include such Revolving Credit Lender in its capacity as a Schedule 11.3.1 lender of Swingline Loans hereunder. (h) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to be prepared such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless any outstanding Swingline Loans of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by Seller and submitted it prior to Buyer before the Closing Datesuch termination, but shall not make any additional Swingline Loans.

Loans. Buyer shall All loans including leases of Seller set forth on Schedule C to this Agreement (the "Loans"); provided, that Loans (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees shall not include any loan set forth in Schedule C that is repaid in full as to whom Seller has made outstanding education loans, mortgage loans, principal and relocation loans (excluding any Participant Loans under interest prior to the Seller's Savings Plans), Closing Date; (ii) subject to obtaining shall not include non-accrual loans (which terms shall include loans in which collateral securing the consent of the applicable Transferred Employee if required by lawsame has been repossessed or in which collection efforts have been instituted or claim and delivery or foreclosure proceedings have been filed), continue the payroll deductions pursuant loans 90 calendar days or more past due, loans upon which insurance has been forced-placed, and loans with respect to which the borrower has filed a petition for relief under the United States Bankruptcy Code, in each case prior to the close of business on the Closing Date irrespective of whether such Transferred Employees loans are discharging such indebtedness, and identified on Schedule C ; (iii) as soon as practicableshall include all Loans attributable to the Branch Offices, but in no event more than thirty (30) dayswhether or not funded, carried on the books of the Branch Offices, including Loans originated both before and after the date of this Agreement, provided Buyer has had an opportunity to review, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted this Agreement and the amount deducted for each Transferred Employee) to Seller for application by Seller prior to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant Closing, any Loans which (A) were originated by the Branch Offices after September 16, 2003 (the "Due Diligence Date"), the date Buyer completed its initial due diligence review ("New Loans"), and (B) were attributed to the preceding sentence shall commence Branch Offices as of the Closing Due Diligence Date and continue until for which Seller increased the earlier principal balance after the Due Diligence Date over the principal balance as of the full amortization Due Diligence Date ("Loan Increases") which New Loans and Loan Increases Seller and Buyer negotiate in good faith to include after such review; and (iv) shall include all deposit-related overdrafts, including overdrafts pursuant to an overdraft protection plan, if any; provided, Buyer may elect at Closing not to acquire any deposit-related overdrafts which have been outstanding for 60 or more calendar days, in which event the deposit account related to such overdraft shall not be assigned to Buyer. All Loans shall be assigned to Buyer without recourse against Seller and without any warranties or representations as to their collectibility or the creditworthiness of any of the Transferred Employee's indebtedness or the last date on which Buyer or one obligors of its Affiliates pays remuneration such Loans. See Schedule C-1 for excluded loans in addition to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described excluded per above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Date.

Loans. Buyer shall Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus may make loans (the "Loans") to Companies from time to time during the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the "Reserves") (including, without limitation, reserves with respect to (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees sums that the Companies are required to whom Seller has made outstanding education loanspay (such as taxes, mortgage loansassessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and relocation loans (excluding have failed to pay under any Participant Loans under the Seller's Savings Plans)Section of this Agreement or any other Ancillary Agreement, (ii) subject amounts owing by the Companies or their Subsidiaries to obtaining any Person to the consent extent secured by a Lien on, or trust over, any of the applicable Transferred Employee if required by lawCollateral, continue (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppl iers, or Liens or trusts for ad valorem, excise, sales, or other taxes) or (iii) any deterioration in the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednessfinancial condition or credit quality of any Account Debtor), and (y) an amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(x) minus 2(a)(i)(y) shall be referred to as the "Formula Amount." The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Note. The Companies hereby each acknowledge and agree that Laurus's obligation to purchase the Note from the Companies on the Closing Date shall be contingent upon the satisfaction (or waiver by Laurus) of the items and matters set forth in the closing checklist provided by Laurus to the Companies on or prior to the Closing Date. (i) Notwithstanding the limitations set forth above, if requested by any Company, Laurus retains the right to lend to such Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (ii) The Companies acknowledge that the exercise of Laurus' discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and each of the Companies hereby consent to any such increases or decreases which may limit or restrict advances requested by the Companies. (iii) If any interest, fees, costs or charges payable to Laurus hereunder are not paid when due, each of the Companies shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to the Companies' account, a Loan as soon as practicableof such date in an amount equal to such unpaid interest, fees, costs or charges. (iv) If any Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Laurus may, but need not, perform or observe such covenant on behalf and in no event more than the name, place and stead of such Company (or, at Laurus' option, in Laurus' name) and may, but need not, take any and all other actions which Laurus may deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments). The amount of all monies expended and all costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Laurus shall be charged to the Companies' account as a Loan and added to the Obligations. To facilitate Laurus' performance or observance of such covenants by each Company, each Company hereby irrevocably appoints Laurus, or Laurus' delegate, acting alone, as such Company's attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of such Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by such Company. (v) Laurus will account to Company Agent monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company Agent in writing to the contrary within thirty (30) days, after days of the date of deductioneach account was rendered specifying the item or items to which objection is made. (vi) During the Term, remit such funds (together the Companies may borrow and prepay Loans in accordance with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Dateconditions hereof.

Loans. Buyer shall (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller Subject to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date terms and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 conditions of this Agreement, Seller Bank hereby agrees to make loans and extend financial accommodations to or for the benefit of Borrower in the original aggregate principal amount of up to Nineteen Million, Five Hundred Thousand and No/100 Dollars ($19,500,000.00) (collectively, the “Loans”) as follows: (a) Revolving Loan. Bank agrees to make a revolving loan and advances thereunder (collectively, the “Revolving Loan”) to or for the account of Borrower, upon Borrower’s request therefor, in an aggregate amount of up to Twelve Million and No/100 Dollars ($12,000,000.00) (the “Revolving Loan Amount”), provided there is no continuing uncured Event of Default and subject to the terms and conditions set forth herein. The Revolving Loan shall indemnify be evidenced by that certain Revolving Note, dated as of even date herewith (the “Revolving Note”), by Borrower in favor of Bank in the face amount of the Revolving Loan Amount. If not earlier terminated, Bank’s agreement to make any advances under the Revolving Loan pursuant to this Agreement shall expire on October 1, 2010. (i) The proceeds of the Revolving Loan shall be used to support the working capital needs of Borrower. (ii) So long as the Revolving Loan shall be outstanding or Bank shall have any obligation to lend thereunder, up to an aggregate amount of $6,000,000.00 of the Revolving Loan Amount may be used by Borrower for the acquisition of businesses, products, technologies and hold harmless Buyer consulting services that are complementary to the business or operations of Borrower (each, an “Acquisition”), provided there is no continuing uncured Event of Default and subject to the terms and conditions set forth herein. If one or more advances are sought by Borrower for a single Acquisition exceed an aggregate amount of $1,500,000.00, such requests for advances must be approved in writing by Bank, in its sole discretion, in advance based on the completion of a full and adequate due diligence review by Bank of the proposed Acquisition and any and all claimsdocuments, demandsmaterials and information required by Bank with respect to such Acquisition. (b) Non-Revolving-to-Term Loan. Bank agrees to make a non-revolving-to-term loan (the “Non-Revolving-to-Term Loan”) for Borrower pursuant to which Bank agrees, actionsin its sole discretion, proceedingsto lend to Borrower, causes upon Borrower’s request, up to Seven Million, Five Hundred Thousand and No/100 Dollars ($7,500,000.00) (the “Term Loan Amount”), provided there is no continuing uncured Event of actionDefault and subject to the terms and conditions set forth herein, liabilityfor the purpose of enabling Borrower to retire certain debentures issued by Borrower. The Non-Revolving-to-Term Loan shall be evidenced by that certain Non-Revolving-to-Term Note, lossdated as of even date herewith (the “Non-Revolving-to-Term Note”), costby Borrower in favor of Bank in the face amount of the Term Loan Amount. If not earlier terminated, damageBank’s agreement to make any advances under the Non-Revolving-to-Term Loan pursuant to this Agreement shall expire on May 1, 2009 (the “Conversion Date”). (i) On the Conversion Date, any and all indebtedness and other amounts outstanding under the Non-Revolving-to-Term Loan shall be converted into a fully amortizing term loan in accordance with the terms and conditions set forth in the Non-Revolving-to-Term Note. (ii) Beginning on November 1, 2009, and expense on November 1 of each year thereafter, Borrower agrees to pay to Bank an amount equal to fifty percent (including reasonable attorney's fees50%) of Borrower’s EBITDA for the immediately preceding fiscal year, net of taxes, capital expenditures up to $1,500,000.00, interest paid and current portion of long-term debt for such fiscal year (the “Excess Cash Flow Recapture Amount”), which payment shall be applied to the outstanding principal balance of the Non-Revolving-to-Term Loan; provided, however, in no event shall Borrower’s obligation to pay the Excess Cash Flow Recapture Amount exceed $500,000.00 in any way arising from or incurred year. Attached as Exhibit A is a form of Excess Cash Flow Recapture Amount Certificate showing how the Excess Cash Flow Recapture Amount is calculated, which shall be completed and submitted by Borrower together with Borrower’s payment of the Excess Cash Flow Recapture Amount no later than November 1 of each year. The Revolving Note and Non-Revolving-to-Term Note are hereinafter referred to individually as a result of Buyer's administration “Note” and collectively as the “Notes.” This Agreement, the Notes and any and all other documents, amendments or renewals executed and delivered in connection with any of the outstanding indebtedness or foregoing are collectively hereinafter referred to as the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Date“Loan Documents.”

Loans. Buyer shall (ia) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees Subject to whom Seller has made outstanding education loans, mortgage loansfulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and relocation loans (excluding any Participant Loans under provided that no Default shall have occurred and be continuing hereunder, the Seller's Savings Plans)Lender agrees from time to time, (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 conditions of this Agreement, Seller shall indemnify to make loans (each, a "LOAN") to the Borrowers in Dollars, from and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, including the Effective Date to and expense including the Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the Maximum Credit as in effect from time to time. (including reasonable attorney's feesb) in any way arising from or incurred Each existing loan outstanding as a result of Buyer's administration of the date hereof under the Existing Loan Agreement (each, an "EXISTING LOAN") shall continue and be deemed a Loan made under this Agreement, subject to all the provisions of this Agreement and the outstanding indebtedness or principal amount of such Loans shall be counted against the payroll deduction authorization process as described aboveMaximum Credit. All Transferred Employees with outstanding indebtedness as described in collateral pledged to the Lender to secure the Existing Loans under the Existing Loan Agreement shall continue to be pledged to the Lender to secure the Loans hereunder and shall be Collateral under this Section 11.3.1 Agreement. (c) Subject to the terms and the amount and nature conditions of this indebtedness Loan Agreement, during such period the Borrowers may borrow, repay and reborrow hereunder; PROVIDED that, notwithstanding the foregoing, the Lender shall have no obligation to make Loans to the Borrowers in excess of the then current Maximum Credit and, in the event the obligation of the Lender to make Loans to the Borrowers is terminated as permitted hereunder, the Lender shall have no further obligation to make additional Loans hereunder. (d) In no event shall a Loan be identified on a Schedule 11.3.1 to be prepared by Seller made when any Default or Event of Default has occurred and submitted to Buyer before the Closing Dateis continuing.

Loans. Buyer Subject to and upon the terms and conditions herein set forth, each Lender having a Commitment shall, severally (and not jointly), make one or more Loans to Borrowers, which Loans (x) when aggregated with each other Loan made hereunder (but excluding, for the avoidance of doubt, all PIK Interest that is paid in kind and deemed to be a part of the principal amount of the Loans), shall be in an amount not to exceed the Aggregate Commitment and (y) for each Lender, when aggregated with each other Loan made by such Lender hereunder (but excluding, for the avoidance of doubt, all PIK Interest that is paid in kind to such Lender and deemed to be a part of the principal amount of the Loans), shall be in an amount not to exceed, for each Lender, such Lender’s Commitment, as follows: (a) on the Closing Date, Loans in the aggregate amount of $26,000,000; (b) on one or more Subsequent Funding Dates, upon the request of Borrowers and as approved by Administrative Agent and Lenders in their discretion, Loans in the aggregate amount of up to $20,000,000, the proceeds of which shall be used by Borrowers to finance acquisitions made by a Credit Party on terms and subject to conditions satisfactory to Lenders in their discretion, or for such other purposes as may be consented to by the Lenders in their discretion, including that (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees Parent issues Warrant Agreements, in form and substance satisfactory to whom Seller has made outstanding education loansAdministrative Agent, mortgage loanson each Subsequent Funding Date evidencing Warrant Shares in an aggregate amount equal to 20.00% warrant coverage based on the gross amount of the Loans advanced on such Subsequent Funding Date and with a strike price per share equal to the volume weighted average price of a share of Parent’s Capital Stock for the 10 trading-day period ending on the date immediately preceding such Subsequent Funding Date, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining Borrowers issue Notes in the consent aggregate amount of the applicable Transferred Employee if required by law, continue the payroll deductions increased Aggregate Commitment. The Credit Parties acknowledge and agree that any Loans disbursed on a Subsequent Funding Date pursuant to which such Transferred Employees are discharging such indebtedness, and (iiithis Section 2.01(b) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans be made by Seller to such Transferred Employees, except in the case sole and absolute discretion of a default by a Transferred EmployeeAdministrative Agent and Lenders. Buyer's obligations No Lender shall have any obligation to make any Loan under this Section 11.3.1 are limited 2.01(b). This Section 2.01(b) shall not constitute a commitment on the part of Administrative Agent or any Lender to payroll deductions make any Loans under and pursuant to this Section 2.01(b). The Aggregate Commitment shall be deemed increased as of loan repayments each Subsequent Funding Date by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion aggregate amount of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified Loans made on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing such Subsequent Funding Date. (c) Each Loan may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed.

Loans. Buyer shall Subject to the terms and conditions set forth herein, each Lender severally agrees to make to the Borrower: (a) term loans denominated in Sterling in an aggregate principal amount not to exceed such ▇▇▇▇▇▇’s Tranche A Commitment (“Tranche A Loans”), (b) term loans denominated in Sterling in an aggregate principal amount not to exceed such Lender’s Tranche B Commitment (“Tranche B Loans”), and (c) term loans denominated in Dollars in an aggregate principal amount not to exceed such ▇▇▇▇▇▇’s Tranche C Commitment (“Tranche C Loans”, and together with Tranche A Loans and Tranche B Loans, collectively, the “Loans” and each, a “Loan”), in each case, from time to time on any Business Day during the Availability Period for any Certain Funds Purpose; provided that (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees Tranche A Loans and Tranche B Loans, to whom Seller has made outstanding education loansthe extent the proceeds thereof are to be applied to the Target Refinancing, mortgage loans, and relocation loans (excluding any Participant Loans under may only be borrowed on the Seller's Savings Plans)Closing Date, (ii) subject to obtaining in the consent case of an Offer, proceeds of Tranche A Loans and Tranche B Loans borrowed after the Closing Date may be held in an escrow account established by the Borrower or the Buyer for the purposes of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednessTarget Acquisition pending their application towards a Certain Funds Purpose, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of Tranche C Loans may only be borrowed on the Closing Date and continue until applied on such date to consummate the earlier Existing Credit Agreement Refinancing. Any Borrowing shall consist of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerateLoans made, cancel or otherwise change the terms of any education loansassumed and/or maintained, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in as the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments may be, simultaneously by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any Lenders in accordance with their respective Commitments. Any portion of the outstanding indebtedness of the Transferred Employees that are Loans repaid or prepaid may not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller be reborrowed. Tranche A Loans and Tranche B Loans shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damagebe ▇▇▇▇▇ Loans, and expense (including reasonable attorney's fees) Tranche C Loans may be Base Rate Loans or Term SOFR Loans, in any way arising from or incurred each case as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datefurther provided herein.

Loans. Buyer (a) Subject to the terms and conditions hereof, each Lender severally agrees to make a cash pay loan (individually, a "Cash Pay Initial Loan" and collectively, the "Cash Pay Initial Loans") to the Company in an aggregate principal amount equal to such Lender's Cash Pay Commitment. The Cash Pay Initial Loans will be available beginning on the Closing Date, subject to the delivery of a Borrowing Request in accordance with Section 2.2, through the Certain Funds Expiration Date. Any Cash Pay Initial Loans not drawn on the Certain Funds Expiration Date shall terminate. (ib) obtain Subject to the terms and conditions hereof, each Lender severally agrees, if the Cash Pay Initial Loans have not been repaid or exchanged for Exchange Notes on the Cash Pay Conversion Date, to convert the then outstanding principal amount of its Cash Pay Initial Loans into a loan (individually, a "Cash Pay Term Loan" and collectively, the "Cash Pay Term Loans") to the Company, on the Cash Pay Conversion Date, in an aggregate principal amount equal to then outstanding principal amount of the Cash Pay Initial Loans held by such Lender. Upon the making by such Lender of such Cash Pay Term Loan, each Lender shall cancel on its records a principal amount of the Cash Pay Initial Loans held by such Lender corresponding to the principal amount of Cash Pay Term Loans made by such Lender, which corresponding principal amount of the Cash Pay Initial Loans shall be satisfied by the conversion thereof into Cash Pay Term Loans in accordance with Section 2.2(b). (c) Subject to the terms and conditions hereof, each Lender severally agrees to make a PIK loan (individually, an "PIK Initial Loan" and collectively, the "PIK Initial Loans") to the Company in an aggregate principal amount equal to such Lender's PIK Commitment. The PIK Initial Loans will be available beginning on the Closing Date, subject to the delivery of a Borrowing Request in accordance with Section 2.2, through the Certain Funds Expiration Date. Any PIK Initial Loans not drawn on the Certain Funds Expiration Date shall terminate. (d) Subject to the terms and conditions hereof, each Lender severally agrees, if the PIK Initial Loans have not been repaid or exchanged for PIK Exchange Securities on the PIK Conversion Date, to convert the then outstanding principal amount of its PIK Initial Loans into a loan (individually, a "PIK Term Loan" and collectively, the "PIK Term Loans") to the Company, on the PIK Conversion Date, in an aggregate principal amount equal to then outstanding principal amount of the PIK Initial Loans held by such Lender. Upon the making by such Lender of such PIK Term Loan, each Lender shall cancel on its records a principal amount of the PIK Initial Loans held by such Lender corresponding to the principal amount of PIK Term Loans made by such Lender, which corresponding principal amount of the PIK Initial Loans shall be satisfied by the conversion thereof into PIK Term Loans in accordance with Section 2.2(b). (e) Each Lender may at its own expense newly executed payroll deduction authorization forms from all Transferred Employees option make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding make such Loan; provided that any Participant Loans under exercise of such option shall not affect the Seller's Savings Plans), (ii) subject to obtaining the consent obligation of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant Company to which repay such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but Loan in no event more than thirty (30) days, after the date of deduction, remit such funds (together accordance with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of this Agreement. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (f) The failure of any education loans, mortgage loans, or relocation loans Lender to make the Initial Loan to be made by Seller it shall not relieve any other Lender of its obligation, if any, hereunder to such Transferred Employeesmake its Initial Loan during the Certain Funds Period, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein but no Lender shall be construed responsible for the failure of any other Lender to obligate Buyer to repay to Seller any portion of make the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 Initial Loan to be prepared made by Seller and submitted to Buyer before such other Lender during the Closing DateCertain Funds Period.

Loans. Buyer shall (ia) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees Each of Holdings, the Borrower, each Lender party hereto as a lender under the Predecessor Credit Agreement and as a Lender on the date hereof hereby confirms and acknowledges that each such Lender has heretofore made loans under the Predecessor Credit Agreement (the “DIP Loans”) in the aggregate outstanding principal amount set forth opposite such Lender’s name on Schedule 2.01. After giving effect to whom Seller has made the consummation of the Plan of Reorganization and the other transactions to occur on the Closing Date, including those contemplated by the Backstop Agreement, but prior to giving effect to the Loans hereunder, the aggregate outstanding education loansprincipal amount of DIP Loans, mortgage loanstogether with accrued and unpaid interest thereon in an aggregate amount, is equal to $23,780,588.33, and relocation loans (excluding any Participant each Lender hereby confirms and acknowledges that after these transactions each such Lender has DIP Loans under in the Seller's Savings Plans)amount set forth opposite such Lender’s name on Schedule 2.01, (ii) all of which amounts are due and owing to the Lenders hereunder and are not subject to obtaining the consent any offset, counterclaim or defenses of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller any kind or nature. Subject to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence terms and conditions set forth herein, as of the Closing Date Date, the DIP Loans, together with accrued and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration unpaid interest thereon, shall, for purposes hereof, be deemed to be Loans outstanding hereunder in an aggregate amount equal to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense amount set forth opposite each Lender’s name on Schedule 2.01. (including reasonable attorney's feesb) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before On the Closing Date, each Lender agrees, severally and not jointly, to make Loans to the Borrower in a principal amount equal to the Rights Offering Proceeds (as defined in the Plan of Reorganization) such Lender is due pursuant to Section 5.8.12 of the Plan of Reorganization and as set forth on Schedule 2.01. Upon satisfaction or waiver of the conditions precedent specified herein, including without limitation Section 4.01(x), the Administrative Agent shall make the proceeds of such Loans available to the Borrower upon receipt by the Administrative Agent of such proceeds by causing an amount of same day funds in Dollars equal to the Rights Offering Proceeds (as defined in the Plan of Reorganization) to be credited to the account of the Borrower at the Administrative Agent’s office or such other account as may be designated in writing to the Administrative Agent by the Borrower. (c) As of the Closing Date, the aggregate principal amount of Loans deemed made or made pursuant to Sections 2.01(a) and 2.01(b), plus the premium set forth in Section 2.05(c), is $32,089,257.85. Amounts paid or prepaid in respect of any Loans may not be reborrowed.

Loans. Buyer Subject to and upon the terms and conditions herein set forth, each Lender having a Commitment shall, severally (and not jointly), make one or more Loans to Borrowers, which Loans (x) when aggregated with each other Loan made hereunder (but excluding, for the avoidance of doubt, all PIK Interest that is paid in kind and deemed to be a part of the principal amount of the Loans), shall be in an amount not to exceed the Aggregate Commitment and (y) for each Lender, when aggregated with each other Loan made by such Lender hereunder (but excluding, for the avoidance of doubt, all PIK Interest that is paid in kind to such ▇▇▇▇▇▇ and deemed to be a part of the principal amount of the Loans), shall be in an amount not to exceed, for each Lender, such ▇▇▇▇▇▇’s Commitment, as follows: (a) on the Closing Date, Loans in the aggregate amount of $26,000,000; (b) on one or more Subsequent Funding Dates, upon the request of ▇▇▇▇▇▇▇▇▇ and as approved by Administrative Agent and Lenders in their discretion, Loans in the aggregate amount of up to $20,000,000, the proceeds of which shall be used by Borrowers to finance acquisitions made by a Credit Party on terms and subject to conditions satisfactory to Lenders in their discretion, or for such other purposes as may be consented to by the Lenders in their discretion, including that (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees Parent issues Warrant Agreements, in form and substance satisfactory to whom Seller has made outstanding education loansAdministrative Agent, mortgage loanson each Subsequent Funding Date evidencing Warrant Shares in an aggregate amount equal to 20.00% warrant coverage based on the gross amount of the Loans advanced on such Subsequent Funding Date and with a strike price per share equal to the volume weighted average price of a share of Parent’s Capital Stock for the 10 trading-day period ending on the date immediately preceding such Subsequent Funding Date, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining Borrowers issue Notes in the consent aggregate amount of the applicable Transferred Employee if required by law, continue the payroll deductions increased Aggregate Commitment. The Credit Parties acknowledge and agree that any Loans disbursed on a Subsequent Funding Date pursuant to which such Transferred Employees are discharging such indebtedness, and (iiithis Section 2.01(b) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans be made by Seller to such Transferred Employees, except in the case sole and absolute discretion of a default by a Transferred EmployeeAdministrative Agent and Lenders. Buyer's obligations No Lender shall have any obligation to make any Loan under this Section 11.3.1 are limited 2.01(b). This Section 2.01(b) shall not constitute a commitment on the part of Administrative Agent or any Lender to payroll deductions make any Loans under and pursuant to this Section 2.01(b). The Aggregate Commitment shall be deemed increased as of loan repayments each Subsequent Funding Date by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion aggregate amount of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified Loans made on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing such Subsequent Funding Date. (c) Each Loan may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed.

Loans. Buyer shall Subject to the terms and conditions set forth herein, each Lender severally agrees to make to the Borrower: (a) term loans denominated in Sterling in an aggregate principal amount not to exceed such L▇▇▇▇▇’s Tranche A Commitment (“Tranche A Loans”), (b) term loans denominated in Sterling in an aggregate principal amount not to exceed such Lender’s Tranche B Commitment (“Tranche B Loans”), and (c) term loans denominated in Dollars in an aggregate principal amount not to exceed such L▇▇▇▇▇’s Tranche C Commitment (“Tranche C Loans”, and together with Tranche A Loans and Tranche B Loans, collectively, the “Loans” and each, a “Loan”), in each case, from time to time on any Business Day during the Availability Period for any Certain Funds Purpose; provided that (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees Tranche A Loans and Tranche B Loans, to whom Seller has made outstanding education loansthe extent the proceeds thereof are to be applied to the Target Refinancing, mortgage loans, and relocation loans (excluding any Participant Loans under may only be borrowed on the Seller's Savings Plans)Closing Date, (ii) subject to obtaining in the consent case of an Offer, proceeds of Tranche A Loans and Tranche B Loans borrowed after the Closing Date may be held in an escrow account established by the Borrower or the Buyer for the purposes of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednessTarget Acquisition pending their application towards a Certain Funds Purpose, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of Tranche C Loans may only be borrowed on the Closing Date and continue until applied on such date to consummate the earlier Existing Credit Agreement Refinancing. Any Borrowing shall consist of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerateLoans made, cancel or otherwise change the terms of any education loansassumed and/or maintained, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in as the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments may be, simultaneously by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any Lenders in accordance with their respective Commitments. Any portion of the outstanding indebtedness of the Transferred Employees that are Loans repaid or prepaid may not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller be reborrowed. Tranche A Loans and Tranche B Loans shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damagebe S▇▇▇▇ Loans, and expense (including reasonable attorney's fees) Tranche C Loans may be Base Rate Loans or Term SOFR Loans, in any way arising from or incurred each case as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datefurther provided herein.

Loans. Buyer (a) On the terms and conditions set forth herein, including this Section and Article IV, the Borrower may from time to time on any Business Day during the Revolving Period, request that each Committed Lender make an advance (each, a “Loan”) in the amount of such Committed Lender’s Lender Advance to the Borrower on a Funding Date. The Loan made on the Closing Date shall be the Initial Loan and each Loan made thereafter shall be a Subsequent Loan. Each Loan shall be in an amount at least equal to $5,000,000 or integral multiples of $100,000 in excess thereof. (b) No later than 2:00 p.m., New York City time, two Business Days prior to a proposed Funding Date (including the Closing Date), the Borrower shall notify the Deal Agent of such proposed Funding Date and Loan by delivering to the Deal Agent, in form and substance satisfactory to the Deal Agent: (i) obtain at its own expense newly a Funding Request, which will include, among other things, the proposed Funding Date, a calculation of the Borrowing Base (calculated as of the related Cutoff Date) and the Principal Amount of the Loan requested; (ii) with respect to any Loan in connection with which Eligible Receivables and/or Eligible ABS Assets are being added to the Collateral, the Servicer shall have delivered to the Deal Agent on or prior to the date of such Loan (i) a Transfer Agreement (including the Schedule of Receivables attached thereto) and/or an ABS Collateral Conveyance Agreement in each case dated within ten days prior to the date of such Loan and (ii) to the extent not incorporated into the Funding Request, a duly executed payroll deduction authorization forms Receivable Receipt from all Transferred Employees the Custodian with respect to whom Seller has made outstanding education loanseach Eligible Receivable identified as an “Eligible Receivable” in the related Borrowing Base calculation; and (iii) if requested by the Deal Agent, mortgage loansan updated Schedule of Receivables and/or Schedule of ABS Assets. (c) Notwithstanding any other provision or condition of this Agreement, Borrower may from time to time on any Business Day request in writing that one or more (i) asset backed certificates, asset backed notes or similar credit instruments issued by, or a right to payment from, a trust or other issuer under an indenture, trust agreement or sale and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)servicing agreement, (ii) subject to obtaining the consent bonds, debt instruments or similar financial assets or (iii) acquired assets or receivables that do not in each case otherwise satisfy each of the applicable Transferred Employee if required eligibility criteria for an Eligible Receivable or an Eligible ABS Asset be included as Collateral and/or in the Borrowing Base. Upon approval by law, continue the payroll deductions pursuant to Deal Agent of the terms and conditions under which such Transferred Employees are discharging assets shall be included as Collateral and/or in the Borrowing Base, which approval shall be given or withheld in the sole discretion of the Deal Agent, the Borrower and the Deal Agent shall execute and deliver a collateral consent setting forth such indebtednessagreed upon terms and conditions including any amendment to the Principal Terms applicable to such assets (each a “Collateral Consent”). (d) Following receipt by the Deal Agent of a Funding Request during the Revolving Period, and each Committed Lender shall make its Lender Advance in respect of a Loan requested by the Borrower, in each case subject to the conditions contained herein, in an aggregate amount equal to the Loan so requested. (iiie) as soon as practicable, but in In no event more than thirty shall: (30i) daysa Committed Lender be required on any date to fund a Principal Amount that would cause its Invested Percentage of the Loans Outstanding on such date to exceed its Commitment; (ii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the extent that, after giving effect to such Loan, a Borrowing Base Deficiency would exist (calculated by the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence Servicer as of the Closing Date and continue until the earlier last day of the full amortization Collection Period preceding the most recent Determination Date, or as of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except related Cutoff Date in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything Receivables and/or ABS Assets transferred to the contrary in Article 12 Borrower on such Funding Date or on any prior Funding Date for which the Cutoff Date is subsequent to the last day of this Agreement or Section 11.6 such Collection Period); (iii) the Principal Amount of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense any Loan exceed the Available Amount on such day; or (including reasonable attorney's feesiv) in more than one Loan be funded on any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing DateBusiness Day.

Loans. Buyer All loans or extensions of credit listed on Schedule 1.1(d) and all loans or extensions of credit made from the date of Schedule 1.1(d) up to the Closing Date and attributable to the Branch Offices (the “Preclosing Loans,” and together with all loans and extensions of credit listed on Schedule 1.1(d), the “Loans”), plus accrued but unpaid interest on such Loans through the Closing Date; provided, however, that, unless otherwise agreed to by the parties, the Loans shall not include (i) obtain any loans or extensions of credit that, at the Measurement Date or the Closing Date, (A) are on nonaccrual status, (B) are 30 days or more past due, (C) are classified as “substandard,” “doubtful” or “loss” as of the date of the most recent examination of Seller or, in the reasonable judgment of Buyer and applying Seller’s rating system in a manner consistent with its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller past practices, would be rated watch or lower, (D) have had insurance force-placed, (E) are in connection with a borrower that has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans filed a petition for relief under the United States Bankruptcy Code prior to the Closing Date, (F) have specific reserves as shown on Seller's Savings Plans)’s books and records, of (G) are excluded pursuant to Section 7.6, or (ii) any loans subject to obtaining Participation Agreements in the consent of the applicable Transferred Employee if required by lawevent that Seller, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until Date, has not obtained from all participants under the earlier respective Participation Agreement waivers of the full amortization participants’ right to put-back their portion of any participated loan in the event that Seller assigns or transfers Seller’s interest in the participated loan. Notwithstanding the foregoing, the loans listed on Schedule 1.1(d)(i) shall be excluded from the Assets and all of such excluded loans shall be retained by Seller (collectively, with the loans excluded pursuant to clauses (i) and (ii) of this Section 1.1(d), the “Excluded Loans”). Section 1.3 Schedule 1.1(e) to the Agreement is hereby amended to include the items listed on Schedule A hereto, and such items will constitute Personal Property for purposes of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration Agreement. Schedule 1.1(e) to the Transferred Employee. Seller shall not seek Agreement is hereby further amended to accelerate, cancel or otherwise change exclude the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accountingitems listed on Schedule B hereto, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion such items will constitute Excluded Assets for purposes of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Date.

Loans. Buyer (a) Subject to the terms and conditions set forth in this Agreement, each Lender severally agrees to loan to the Company the principal amount set forth opposite its name on Schedule I (collectively, the "Loans" and individually, a "Loan"). The aggregate principal amount of the Loans shall not exceed $5,000,000. The Loans will be evidenced by the Company's Promissory Notes in substantially the form attached hereto as Exhibit A (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loanscollectively, mortgage loansthe "Notes" and individually, a "Note"). The Loans shall be secured by a Security Agreement among the Company and the Lenders in substantially the form attached hereto as Exhibit D (the "Security Agreement"), an Intellectual Property Security Agreement for Patents and Trademarks in substantially the form attached hereto as Exhibit E (the "Intellectual Property Security Agreement for Patents and Trademarks"), and relocation loans an Intellectual Property Security Agreement for Copyrights and Mask Works in substantially the form attached hereto as Exhibit F (excluding any Participant Loans the "Intellectual Property Security Agreement for Copyrights and Mask Works"). The Security Agreement, the Intellectual Property Security Agreement for Patents and Trademarks and the Intellectual Property Security Agreement for Copyrights and Mask Works are hereinafter sometimes referred to collectively as the "Security Agreements." This Agreement, the Notes, the Warrants (as defined below) and the Security Agreements may hereinafter be referred to collectively as the "Loan Documents, and individually as a "Loan Document." (b) Subject to the conditions set forth herein, at the Closing (as hereinafter defined) each Lender listed on Schedule I under the Seller's Savings Plans), (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the heading "Closing Date" shall advance its respective Loan amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence Company as of specified for the Closing Date and continue until the earlier (as hereinafter defined). The consummation of the full amortization of transactions referred to in this Section 1 by the Transferred Employee's indebtedness or Lenders shall constitute the last Closing (the "Closing"). The date on which Buyer or one of its Affiliates pays remuneration the Closing takes place is referred to herein as the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the "Closing Date." The Closing shall take place via telecopier (or similar means of electronic transmission) and overnight mail at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 11:00 a.m. Eastern Standard Time on the date hereof, or at such other place and time or on such other date as the Requisite Lenders (as hereinafter defined) and the Company may agree. At the Closing, the Company shall deliver to each Lender the deliverables as required hereunder and each Lender shall advance, by way of check or wire transfer, in immediately available funds, its respective Loan amount to the Company.

Loans. Buyer shall (a) Subject to the terms and conditions of this Agreement, from the Closing Date and until the Commitment Termination Date, as applicable: (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees Lender agrees to whom Seller has make available advances in respect of the Operating Loan (each, a “Revolving Credit Advance”) in $ based upon RBP or the BA Equivalent Rate (subject to a minimum of $1,000,000 and integral multiples of $100,000, in the case of Revolving Credit Advances made outstanding education loansbased upon the BA Equivalent Rate) and, mortgage loanssubject to such limits as Lender may specify, in U.S.$ based upon RBUSBR or Adjusted Term SOFR (subject to a minimum of U.S.$1,000,000 and relocation loans integral multiples of U.S.$100,000, in the case of Revolving Credit Advances made based upon Adjusted Term SOFR) and to incur Letter of Credit Obligations (excluding any Participant Loans under the Seller's Savings Plansnot including EDC Guaranteed Letter of Credit Obligations), subject to the Letter of Credit Sublimit, in an aggregate outstanding amount not to exceed the Operating Loan Borrowing Availability; (ii) Lender agrees to incur EDC Guaranteed Letter of Credit Obligations subject to obtaining the consent EDC Guaranteed Letter of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, Credit Limit; and (iii) as soon as practicableBorrower may at its request from time to time borrow, but in repay and reborrow, and may cause Lender to incur Letter of Credit Obligations (including, for greater certainty, EDC Guaranteed Letter of Credit Obligations), under this Section 1.1(a). (b) Provided that no event more than thirty (30) daysDefault or Event of Default has occurred, after and subject to the date of deduction, remit Lender’s right to withhold such funds at any time, Lender may at its sole option and discretion, make available advances (together with each, a “Contract Revolver Advance”) in $ based upon RBP and in U.S.$ based upon RBUSBR, in an accounting aggregate outstanding amount not to exceed the Contract Revolver Borrowing Availability (the “Contract Revolver Facility”) upon receipt of a Notice of Borrowing from Borrower given no later than 3:00 p.m. (Toronto time) one (1) Business Day prior to the Business Day of the proposed advance and within one (1) Business Day of the delivery of the documents and information provided for in Section 4.1(a), as applicable. L▇▇▇▇▇ makes no commitment to make any Contract Revolver Advances and may at any time, in its sole and absolute discretion, decline to make any Contract Revolver Advances. In the event that identifies the Transferred Employees with respect to whom the funds were deducted Borrower requests, and the amount deducted for each Transferred Employee) Lender agrees, to Seller for application by Seller make any Contract Revolver Advances, it will do so subject to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant following: (i) the provisions of Sections 1.1(c) and (d) shall apply mutatis mutandis to the preceding sentence shall commence as making of any advances in respect of the Closing Date Contract Revolver Facility; (ii) the Borrower may, subject to the terms hereof, borrow, repay and continue until reborrow under the earlier Contract Revolver Facility; (iii) upon receipt of a Notice of Borrowing, the Lender shall determine whether such advance may be a Revolving Credit Advance or a Contract Revolver Advance; and (iv) the Contract Revolver Facility shall be payable upon the occurrence of the Stated Expiry Date, unless L▇▇▇▇▇ has earlier demanded repayment in full amortization as a result of an Event of Default. (c) Borrower shall request each Revolving Credit Advance by written notice to Lender substantially in the form of Exhibit A (each a “Notice of Borrowing”) given no later than: (i) 3:00 p.m. (Toronto time) one (1) Business Day prior to the Business Day of the Transferred Employee's indebtedness or proposed advance and within one (1) Business Day of the last date on which Buyer or one delivery of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to acceleratedocuments and information provided for in Section 4.1(a), cancel or otherwise change the terms of any education loansas applicable, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred EmployeeRevolving Credit Advances to be made in $ based upon RBP and in U.S.$ based upon RBUSBR; and (ii) 10:00 a.m. (Toronto time) one (1) Business Day prior to the Business Day of the proposed advance and within one (1) Business Day of the delivery of the documents and information provided for in Section 4.1(a), in the case of Revolving Credit Advances to be made in $ based upon the BA Equivalent Rate; and (iii) 10:00 a.m. (Toronto time) two (2) Business Days prior to the Business Day of the proposed advance and within two (2) Business Days of the delivery of the documents and information provided for in Section 4.1(a), in the case of Revolving Credit Advances to be made in U.S.$ based upon Adjusted Term SOFR. Buyer's obligations Lender shall be fully protected under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accountingAgreement in relying upon, and nothing herein shall be construed entitled to obligate Buyer rely upon: (i) any Notice of Borrowing believed by L▇▇▇▇▇ to repay to Seller any portion be genuine; and (ii) the assumption that the Persons making electronic requests or executing and delivering a Notice of Borrowing were duly authorized, unless the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything responsible individual acting thereon for Lender shall have actual knowledge to the contrary contrary. As an accommodation to Borrower, Lender may permit telephonic (which shall, promptly upon request be confirmed in Article 12 writing by B▇▇▇▇▇▇▇), electronic, or facsimile requests for a Revolving Credit Advance and electronic or facsimile transmittal of this Agreement instructions, authorizations, agreements or Section 11.6 of this Agreementreports to Lender by B▇▇▇▇▇▇▇. Unless Borrower specifically directs Lender in writing not to accept or act upon telephonic, Seller facsimile or electronic communications from Borrower, Lender shall indemnify and hold harmless Buyer have no liability to Borrower for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from loss or incurred damage suffered by Borrower as a result of Buyer's administration L▇▇▇▇▇’s honouring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Lender by Borrower, and L▇▇▇▇▇ shall have no duty to verify the origin of any such communication or the identity or authority of the outstanding indebtedness Person sending it. (d) In making any Loan hereunder Lender shall be entitled to rely upon the most recent Borrowing Base Certificates delivered to Lender by Borrower and other information available to Lender. Lender shall be under no obligation to make any further Revolving Credit Advance, Contract Revolver Advance or incur any other Obligation if Borrower has failed to deliver the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as Borrowing Base Certificates, supported by electronic uploads of the Borrower’s perpetual Inventory, accounts receivable, accounts payable listing, copies of Purchase Orders, and other documentation described in this Section 11.3.1 and 4.1(a), as applicable, in a format acceptable to Lender by the amount and nature time specified in Section 4.1(a) or if an Event of this indebtedness Default shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datecontinuing.

Loans. Buyer shall (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make (or in the case of any Rollover Lender (as defined in the First Incremental Agreement) on the First Incremental Agreement Effective Date, be deemed to make) a loan or loans to the Borrower, which Initial Term Loans (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loansshall not exceed, mortgage loansfor any such Lender, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Initial Term Loan Commitment of such Lender, (ii) subject to obtaining shall not exceed, in the consent aggregate, the Total Initial Term Loan Commitment, (iii) shall be made (x) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the applicable Transferred Employee if required by lawdefinition of Initial Term Loan Commitments, continue on the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednessClosing Date, and (iiiy) as soon as practicablein the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (b) of the definition of Initial Term Loan Commitments, but on the First Incremental Agreement Effective Date, (iv) shall be denominated in no event more than thirty Dollars, (30v) daysmay, after at the date option of deductionthe Borrower, remit be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such funds (together with an accounting that identifies Initial Term Loans made by each of the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee Lenders pursuant to the preceding sentence same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall commence as be repaid in full. (i) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the Closing Date and continue until prior to the earlier Revolving Credit Maturity Date (provided that notwithstanding the foregoing, the aggregate amount of all Revolving Credit Loans made on the Closing Date shall not exceed the Initial Revolving Borrowing Amount), (E) may at the option of the full amortization Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration Lenders pursuant to the Transferred Employee. Seller same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (F) may be repaid and reborrowed in accordance with the provisions hereof. (ii) On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Eurodollar Loan; provided that (i) any exercise of such option shall not seek affect the obligation of the Borrower to acceleraterepay such Eurodollar Loan and (ii) in exercising such option, cancel or otherwise change such Lender shall use its reasonable efforts to minimize any increased costs to the terms Borrower resulting therefrom (which obligation of any education loans, mortgage loansthe Lender shall not require it to take, or relocation loans made by Seller refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to such Transferred Employees, except it and in the case event of a default by a Transferred Employee. Buyer's obligations such request for costs for which compensation is provided under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller the provisions of Section ‎2.10 shall indemnify apply). (i) Subject to and hold harmless Buyer for upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all claimsLenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, demands(E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, actionsall outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, proceedings(y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing. (ii) On any Business Day, causes the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of actionRevolving Credit Loans, liabilityin which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, loss, cost, damagea “Mandatory Borrowing”) shall be made on the same Business Day by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and expense the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon same Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding indebtedness Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase. (iii) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 Administrative Agent and the amount Borrower, executed by the Borrower, the Administrative Agent and nature such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this indebtedness Agreement and (ii) references herein to the term “Swingline Lender” shall be identified on deemed to include such Revolving Credit Lender in its capacity as a Schedule 11.3.1 lender of Swingline Loans hereunder. (iv) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to be prepared such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by Seller and submitted it prior to Buyer before the Closing Datesuch termination, but shall not make any additional Swingline Loans.

Loans. Buyer shall (ia) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loansThe Lender agrees, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together accordance with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 conditions of this Agreement, Seller to make one or more loans to the Borrowers in Canadian Dollars or U.S. Dollars during the period from and including the Closing Date to and including the Commitment Termination Date, in an aggregate amount up to but not exceeding the lesser of (x) the Commitment and (y) the most recently determined Borrowing Base; PROVIDED that in no event shall indemnify and hold harmless Buyer for the aggregate Principal Amount of all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense Loans (including reasonable attorney's feesall Swingline Loans), together with the aggregate amount of all Letter of Credit Liabilities (with the amounts of any Loans or Letter of Credit Liabilities outstanding in U.S. Dollars expressed as an Equivalent Amount in Canadian Dollars), exceed the lesser of (x) the amount of the Commitment as in effect from time to time and (y) the most recently determined Borrowing Base. (b) The Borrowers may not borrow Loans (including Swingline Loans) under this Agreement at any way arising from time while a Borrowing Base Deficiency exists and the Interest Period for any Loan that is Converted to or incurred Continued as a result Eurodollar Loan or BA Loan at any time while a Borrowing Base Deficiency exists shall not end after the Deficiency Cure Period. (c) Subject to the terms and conditions of Buyer's administration this Agreement, during the period from and including the Closing Date to but not including the Commitment Termination Date, the Borrowers may borrow, repay and reborrow the Loans by means of Canadian Prime Loans, BA Loans, U.S. Base Rate Loans and Eurodollar Loans and may, subject to Section 4.03 hereof, Convert all or a portion of any Loan of one Type into Loans of another Type (as provided in Section 2.10 hereof) or Continue all or a portion of a Loan of one Type as Loans of the same Type (as provided in Section 2.10 hereof); PROVIDED that (i) no more than 3 separate Interest Periods in respect of Eurodollar Loans may be outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees at any one time and (ii) no more than 6 separate Interest Periods with respect to BA Loans may be outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Dateat any one time.

Loans. Buyer shall (ia) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller Subject to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date terms and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 conditions of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration each of the Lenders severally agrees to make revolving credit loans (the "Revolving Credit Loans") to the Borrower from time to time from and including the Closing Date to but excluding the Revolving Credit Termination Date, in such amounts that the sum of (i) the aggregate principal amount of such Lender's Revolving Credit Loans at any one time outstanding indebtedness plus (ii) such Lender's pro rata share of the Letter of Credit Obligations then outstanding does not exceed the amount of its Revolving Credit Commitment. The Revolving Credit Loans shall be due and payable on the Revolving Credit Termination Date. (b) Subject to the terms and conditions of this Agreement, each of the Lenders severally agrees to make a swingline loan (the "Swingline Loans") to the Subsidiary Borrower from time to time from and including the date hereof to and including the Swingline Termination Date, in an amount up to but not exceeding in the aggregate principal amount, the amount of its Swingline Commitment. The Swingline Loans shall be due and payable on the Swingline Termination Date. (c) The Loans shall be outstanding as Revolving Credit Loans or Swingline Loans (each a "class" of Loans). The Revolving Credit Loans may be outstanding at the payroll deduction authorization process Borrower's option as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 Variable Rate Loans or LIBO Rate Loans (each a "type" of Revolving Credit Loans) and the amount and nature Swingline Loans may be outstanding at the Subsidiary Borrower's option as LIBO Rate Loans or NIBO Rate Loans (each a "type" of this indebtedness Swingline Loans). Each type of Loans of each Lender shall be identified on a Schedule 11.3.1 made and maintained at such Lender's Lending Office for such type of Loans. (d) The Swingline Loans shall be made in Norwegian Krone in an amount equal to the Norwegian Krone Equivalent of the Dollar amount specified in the notice of each borrowing pursuant to Section 2.08, as determined by the Administrative Agent as of the Denomination Date for such borrowing (which determination shall be prepared by Seller and submitted to Buyer before conclusive absent manifest error). For purposes of determining the Closing amount outstanding under any Lender's Swingline Loan Commitments, each Swingline Loan shall be the Dollar Equivalent for such Swingline Loan as of the Denomination Date.

Loans. Buyer shall Subject to the terms and conditions of this Agreement, each Lender severally agrees to make one or more revolving credit loans to F.Y.I. from time to time from and including the Closing Date to but excluding the Loans Termination Date up to but not exceeding the amount of such Lender's Commitment as then in effect; provided, however, that (i) obtain the Outstanding Credit applicable to a Lender shall not at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made any time exceed the remainder of such Lender's Commitment then in effect minus such Lender's Commitment Percentage of the Swingline Advances then outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent Outstanding Credit of all Lenders shall not at any time exceed the remainder of the applicable Transferred Employee if required Commitments then in effect minus the Swingline Advances then outstanding. (Such revolving credit loans referred to in this Section 2.1(a) now or hereafter made by law, continue the payroll deductions pursuant Lenders to which such Transferred Employees are discharging such indebtedness, F.Y.I. from and (iii) as soon as practicable, but in no event more than thirty (30) days, including and after the date Closing Date are hereinafter collectively called the "Loans".) All loans made by the Lenders (as defined in this Agreement or the Prior Agreement) or their predecessors in interest to F.Y.I. or any Subsidiary of deduction, remit such funds (together with an accounting F.Y.I. under the Prior Agreement that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' are outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date shall hereafter be Loans hereunder and continue until shall be deemed to have been made to F.Y.I. under this Agreement. Subject to the earlier foregoing limitations and the other terms and conditions of this Agreement, F.Y.I. may, prior to the Loans Termination Date, borrow, repay and reborrow the Loans hereunder. Notwithstanding anything to the contrary contained in this Agreement, F.Y.I. may from time to time request, and Paribas may at its discretion from time to time advance (but shall in no event be obligated to advance), Loans which are to be funded solely by Paribas (the "Swingline Advances"); provided, however, that (A) the aggregate principal amount of the full amortization Swingline Advances outstanding at any time shall not exceed $1,000,000 and the aggregate principal amount of the Transferred EmployeeLoans outstanding at any time (inclusive of the Swingline Advances) shall not exceed the aggregate principal amount of the Commitments, (B) all Swingline Advances shall be and shall remain as Prime Rate Loans, and (C) Paribas shall give the Agent and each Lender written notice of the aggregate outstanding principal amount of the Swingline Advances upon the written request of the Agent or any Lender (but no more often than once every calendar quarter). Furthermore, upon one Business Day's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration prior written notice given by Paribas to the Transferred Employee. Seller shall not seek Agent and the other Lenders at any time and from time to acceleratetime (including, cancel without limitation, at any time following the occurrence of a Default or otherwise change an Event of Default) and, in any event and without the terms necessity of any education loanssuch notice, mortgage loanson the Business Day immediately preceding the Loans Termination Date, or relocation loans made by Seller to such Transferred Employeeseach Lender (including, except without limitation, Paribas) severally agrees, as provided in the case first sentence of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting2.1(a), and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary contained in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller the existence of any Default or Event of Default or the inability or failure of F.Y.I. or any of its Subsidiaries or any other Loan Party to satisfy any condition precedent to funding any of the Loans contained in Article 6 (which conditions precedent shall indemnify and hold harmless Buyer for all claimsnot apply to this sentence), demandsto make a Loan, actionsin the form of a Prime Rate Loan, proceedings, causes in an amount equal to its Commitment Percentage of action, liability, loss, cost, damagethe aggregate principal amount of the Swingline Advances then outstanding, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result the proceeds of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness such Loans shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Date.promptly paid

Loans. Buyer shall (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving loans (each such loan, a “Committed Revolving Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period for the Aggregate Revolving Commitments, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Commitment; provided, that, after giving effect to any Committed Revolving Borrowing, (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) subject to obtaining the consent Revolving Credit Exposure of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which any Revolving Lender shall not exceed such Transferred Employees are discharging such indebtednessRevolving Lender’s Revolving Commitment, and (iii) as soon as practicablethe aggregate Outstanding Amount of all Committed Revolving Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Revolving Lender’s Revolving Commitment, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller subject to the Transferred Employees' outstanding indebtednessother terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence Committed Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as of further provided herein; provided, that, all Committed Revolving Borrowings made on the Closing Date shall be made as Base Rate Loans, unless the Company submits a funding indemnity letter, in form and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration substance satisfactory to the Transferred Employee. Seller shall not seek to accelerateAdministrative Agent, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything at least three (3) Business Days prior to the contrary in Article 12 of this Agreement or Section 11.6 of this AgreementClosing Date, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 Eurocurrency Rate Loans requested to be prepared by Seller and submitted to Buyer before made on the Closing Date. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make: (i) a single Term Loan to the Company in Dollars on the Closing Date; provided, that, after giving effect to the Term Borrowing on the Closing Date, (A) the aggregate Outstanding Amount of all Term Loans shall not exceed $500,000,000, and (B) no Term Lender’s Term Loan made as part of the Term Borrowing on the Closing Date shall exceed such Term Lender’s Applicable Percentage of the aggregate amount of all Term Loans advanced as part of the Term Borrowing on the Closing Date (the aggregate amount of all Term Loans advanced as part of the Term Borrowing on the Closing Date being referred to herein as the “Closing Date Term Loan Borrowing Amount”); and (ii) on any day during the Availability Period for the Term Facility, a single Term Loan to the Company in Dollars; provided, that, (A) the aggregate amount of all Term Loans advanced pursuant to such Term Borrowing shall not exceed $250,000,000, and (B) no Term Lender’s Term Loan made as part of such Term Borrowing shall exceed such Term Lender’s Applicable Percentage of the aggregate amount of all Term Loans advanced as part of such Term Borrowing (the aggregate amount of all Term Loans advanced as part of such Term Borrowing being referred to herein as the “Additional Term Loan Borrowing Amount”). Each Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of such Term Borrowing. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided, that, the Term Borrowing made on the Closing Date shall be made as Base Rate Loans unless the Company delivers a funding indemnity letter, in form and substance satisfactory to the Administrative Agent, at least three (3) Business Days prior to the Closing Date, for any Eurocurrency Rate Loans requested to be made on the Closing Date.

Loans. Buyer shall (a) Subject to the terms and conditions set forth herein, each Revolving A Lender severally agrees to make loans (each such loan, a “Revolving A Loan”) to the Borrowers in Dollars and one or more Alternative Currencies from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such ▇▇▇▇▇▇’s Revolving A Commitment; provided, however, that after giving effect to any Borrowing of Revolving A Loans, (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) subject to obtaining the consent aggregate Revolving A Exposure of the applicable Transferred Employee if required by lawany Lender shall not exceed such ▇▇▇▇▇▇’s Revolving A Commitment, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicablethe aggregate Outstanding Amount of all Revolving Loans made to Foreign Borrowers shall not exceed the Foreign Borrower Sublimit and (iv) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments. Within the limits of each Lender’s Revolving A Commitment, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller subject to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to other terms and conditions hereof, the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations Borrowers may borrow under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting2.01, prepay under Section 2.05, and nothing herein reborrow under this Section 2.01. Revolving A Loans may be Base Rate Loans, Term SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans, or a combination thereof, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Revolving B Lender severally agrees to make loans (each such loan, a “Revolving B Loan”) to the Borrowers in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such ▇▇▇▇▇▇’s Revolving B Commitment; provided, however, that after giving effect to any Borrowing of Revolving B Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the aggregate Revolving B Exposure of any Lender shall not exceed such Lender’s Revolving B Commitment, (iii) the aggregate Outstanding Amount of all Revolving Loans made to Foreign Borrowers shall not exceed the Foreign Borrower Sublimit and (iv) the Total Revolving B Outstandings shall not exceed the Aggregate Revolving B Commitments. Within the limits of each Lender’s Revolving B Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving B Loans may be construed Base Rate Loans or Term SOFR Loans, or a combination thereof, as further provided herein. (c) Subject to obligate Buyer the terms and conditions set forth herein, each Lender severally agrees to repay make its portion of a term loan (the “Initial Term Loan”) to Seller any the Company in Dollars on the Second Amendment Effective Date in an amount not to exceed such Lender’s Initial Term Loan Commitment by (i) continuing some or all of its portion of the Initial Term Loan (as defined in this Agreement immediately prior to giving effect to the Second Amendment) outstanding indebtedness immediately prior to the Second Amendment Effective Date, (ii) exchanging some or all of its portion of the Transferred Employees that are Incremental Term A-1 Loan (as defined in the Incremental Term Loan and Increase Agreement (as defined in this Agreement immediately prior to giving effect to the Second Amendment)) outstanding immediately prior to the Second Amendment Effective Date, and/or (iii) advancing additional borrowings of the Initial Term Loan on the Second Amendment Effective Date. Amounts repaid on the Initial Term Loan may not otherwise discharged be reborrowed. The Initial Term Loan may consist of Base Rate Loans or Term SOFR Loans, or a combination thereof, as further provided herein. (d) Subject to the terms and conditions set forth herein, each Lender severally agrees to make its portion of a term loan (the “Initial Term A-2 Loan”) to the Canadian Borrower in Canadian Dollars on the Second Amendment Effective Date in an amount not to exceed such ▇▇▇▇▇▇’s Initial Term A-2 Loan Commitment by (i) continuing some or all of its portion of the Incremental Term A-2 Loan (as defined in this Agreement immediately prior to giving effect to the Second Amendment) outstanding immediately prior to the Second Amendment Effective Date, and/or (ii) advancing additional borrowings of the Initial Term A-2 Loan on the Second Amendment Effective Date. Amounts repaid on the Initial Term A-2 Loan may not be reborrowed. The Initial Term A-2 Loan may consist of Canadian Prime Rate Loans and/or Alternative Currency Term Rate Loans in Canadian Dollars, or a combination thereof, as further provided herein. (e) Subject to the terms and conditions set forth herein, each Term A-3 Lender severally agrees to make its portion of the Term A-3 Loan to the Company in Dollars in one (1) advance on any Business Day during the Term A-3 Loan Availability Period in an aggregate amount not to exceed such Term A-3 Lender’s Term A-3 Loan Commitment. The Borrowing of the Term A-3 Loan shall consist of each portion of the Term A-3 Loan made simultaneously by the Transferred Employees themselves; Term A-3 Lenders in accordance with their respective Term A-3 Loan Commitments. Amounts repaid on the Term A-3 Loan may not be reborrowed. The Term A-3 Loan may consist of Base Rate Loans or Term SOFR Loans, or a combination thereof, as further provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Dateherein.

Loans. Buyer shall (ia) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, On the terms and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 conditions of this Agreement, Seller each ▇▇▇▇▇▇ agrees: (i) to make Tranche A Term Loans to the Borrower in a principal amount equal to such ▇▇▇▇▇▇’s Tranche A Commitment on the Second Amendment Effective Date, it being understood and agreed that the Tranche A Term Loans shall indemnify and hold harmless Buyer for all claimsbe funded on a cashless basis pursuant to the exchange set forth in Section 3 of the Second Amendment; (ii) to make Tranche B Term Loans to the Borrower from time to time, demandsin one or more installments, actionsin a principal amount not exceeding such Lender’s Tranche B Commitment, proceedingsof which (w) $3,020,022.95 shall be deemed made by the Lenders on the Second Amendment Effective Date pursuant to the exchange set forth in Section 3 of the Second Amendment, causes of action(x) $1,875,000.00 shall be funded by the Tranche B Specified Lenders as new money Tranche B Term Loans on the Second Amendment Effective Date ratably as among the Tranche B Specified Lenders based on their respective initial Tranche B Commitments, liability(y) $2,625,000 shall be funded by each Lender with a Tranche B Commitment that is not a Tranche B Specified Lender, lossas new money Tranche B Term Loans, cost, damageon the Second Amendment Effective Date ratably as among such Lenders based on their respective initial Tranche B Commitments, and expense (including reasonable attorney's feesz) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness remainder shall be identified funded as new money Tranche B Term Loans on any Applicable Funding Date after the Second Amendment Effective Date and prior to December 31, 2023 ratably as among all Lenders with a Schedule 11.3.1 Tranche B Commitment based on their outstanding Tranche B Commitments immediately prior to such funding. (b) No amounts paid or prepaid with respect to any Loan may be prepared by Seller re-borrowed. (c) Any term or provision hereof (or of any other Loan Document) to the contrary notwithstanding, Loans made to the Borrower will be denominated solely in Dollars and submitted to Buyer before the Closing Datewill be repayable solely in Dollars and no other currency.

Loans. Buyer Make advances, loans or extensions of credit to, or invest in, any Person; PROVIDED, HOWEVER, that Borrower shall be permitted to make loans or advances to Parent, HHC and CASI if all of the following conditions have been met and remain in full force and effect: (i1) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees such Person continues to whom Seller has made outstanding education loansbe an Affiliate of Borrower, mortgage loanswith not less than, in the case of HHC, one hundred percent (100%), and relocation loans in the case of CASI, eighty percent (excluding any Participant Loans under the Seller's Savings Plans80%), of its issued and outstanding common capital stock owned by Parent; (ii2) subject such loan is evidenced by a promissory note from Parent, HHC or CASI, as applicable, in the form of that certain Promissory Note to obtaining be delivered by Parent in favor of Borrower on the consent Closing Date, and those certain Secured Promissory Notes to be delivered by HHC and CASI in favor of Borrower on the applicable Transferred Employee if required Closing Date, all of which shall each be endorsed over and delivered to Lender by law, continue the payroll deductions Borrower pursuant to which the Note Pledge Agreement of even date herewith; (3) such Transferred Employees are discharging intercompany loans shall be secured by a senior lien on and security interest in all assets of Parent, HHC and CASI, as applicable, such indebtednesslien, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom Parent, being created by the funds were deducted Parent Security Agreement, and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee of HHC and CASI, shall have been created in favor of Borrower pursuant to the preceding sentence shall commence those certain Security Agreements entered into between HHC and CASI, respectively, and Borrower as of the Closing Date and continue until Date, the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on rights under which Buyer or one of its Affiliates pays remuneration shall be collaterally assigned to Lender pursuant to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms Collateral Assignment of any education loans, mortgage loans, or relocation loans made Material Agreements delivered by Seller to such Transferred Employees, except Borrower in the case favor of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions Lender as of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Date.; (4) HHC and CASI shall each have delivered one or more UCC financing statements designating Borrower as the original "Secured Party" thereunder and Lender as "Assignee of Secured Party," and Parent shall have delivered one or more UCC financing statements designating Lender as "Secured Party" thereunder, all of which financing statements shall be filed in all appropriate jurisdictions, as deemed necessary by Lender, in order to perfect Borrower's security interest in the assets of Parent, HHC and CASI, respectively; (5) the Guaranty of the Loan in favor of Lender from each of Parent, HHC and CASI shall remain in full force and effect; and (6) with respect to each of Parent and HHC, the outstanding balance of any such loans from Borrower shall at no time exceed an amount equal to one hundred and fifty percent (150%) of the amount which Parent and HHC, respectively, would then be permitted to borrow based upon each such Person's Eligible Receivables and Eligible Inventory, applying the advance rates set forth in Section 1.2 on the Schedule (and after taking into account any reserves applicable to either such

Loans. Buyer shall (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving loans (each such loan, a “Committed Revolving Loan”) to the Borrower in Dollars or an Alternative Currency from time to time, on any Business Day during the Availability Period for the Aggregate Revolving Commitments, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Commitment; provided, that, after giving effect to any Committed Revolving Borrowing, (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) subject to obtaining the consent Revolving Credit Exposure of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which any Revolving Lender shall not exceed such Transferred Employees are discharging such indebtednessRevolving Lender’s Revolving Commitment, and (iii) as soon as practicablethe aggregate amount of all Loans denominated in an Alternative Currency shall not exceed the Alternative Currency Sublimit. Within the limits of each Revolving Lender’s Revolving Commitment, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller subject to the Transferred Employees' outstanding indebtednessother terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence Committed Revolving Loans may be Daily Rate Loans or Term Rate Loans, as of further provided herein; provided, that, all Committed Revolving Borrowings made on the Closing Date shall be made as Base Rate Loans, unless the Borrower submits a funding indemnity letter, in form and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration substance satisfactory to the Transferred Employee. Seller shall not seek to accelerateAdministrative Agent, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything at least three (3) Business Days prior to the contrary in Article 12 of this Agreement Closing Date, for any Daily Rate Loans or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 Term Rate Loans requested to be prepared by Seller and submitted made in Dollars on the Closing Date or at least four (4) Business Days prior to Buyer before the Closing Date, for any Daily Rate Loans or Term Rate Loans requested to be made in Alternative Currencies on the Closing Date. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan (each such loan, a “Term Loan”) to the Borrower in Dollars on the Closing Date, in an aggregate amount not to exceed such Term Lender’s Term Commitment. Each Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Term Facility. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Rate Loans, as further provided herein; provided that any Term Loans made on the Closing Date shall be Base Rate Loans unless the Administrative Agent receives the funding indemnity letter within the time period required Section 2.01(a).

Loans. Buyer shall (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrowers in Dollars and one or more Alternative Currencies from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) the aggregate Revolving Exposure of any Lender shall not exceed such Lender’s Revolving Commitment. Within the limits of each Lender’s Revolving Commitment, and subject to obtaining the consent other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein. (b) On the Closing Date, each Existing Term Lender made available to one of the Borrowers a term loan in Dollars in an aggregate principal amount equal to the Existing Term Loan Commitments. As of the Fourth Amendment Effective Date, the outstanding principal amount of such Loan equals ONE BILLION FIVE HUNDRED THIRTY-EIGHT MILLION, FIVE HUNDRED EIGHTY-SIX THOUSAND NINE HUNDRED DOLLARS ($1,538,586,900.00) (the “Existing Term Loan”). Subject to Section 2.02(f), each Existing Term Lender agrees to make a portion of any increase in the aggregate Existing Term Loan Commitments available to one of the Borrowers on the effective date of any such increase pursuant to Section 2.02(f). Amounts repaid on the Existing Term Loan may not be reborrowed. The Existing Term Loan may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein. (c) Subject to Section 2.02(f), on the effective date of any Incremental Term Loan Lender Joinder Agreement, each Incremental Term Lender party to such Incremental Term Loan Lender Joinder Agreement severally agrees to make its portion of a term loan (each, an “Incremental Term Loan”) in a single advance to the applicable Borrower in the amount of its respective Incremental Term Loan Commitment for such Incremental Term Loan as set forth in the applicable Incremental Term Loan Lender Joinder Agreement; provided, however, that after giving effect to such advances, the Outstanding Amount of such Incremental Term Loans shall not exceed the aggregate amount of the Incremental Term Loan Commitments set forth in the applicable Incremental Term Loan Lender Joinder Agreement of the applicable Transferred Employee if required by lawIncremental Term Lenders. Each Incremental Term Loan prepaid or repaid may not be reborrowed. Each Incremental Term Loan may be Base Rate Loans or Eurocurrency Rate Loans, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datefurther provided.

Loans. Buyer shall (a) Subject to the terms and conditions set forth herein and in the Credit Agreement, (i) obtain at each person designated as a “Lender” on Schedule I hereto (each a “New Lender”) agrees, severally and not jointly, to make a New Loan to the Borrower on the Amendment Effective Date in an aggregate principal amount not to exceed the amount set forth opposite its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, name on Schedule I hereto and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining from and after the consent making of the applicable Transferred Employee if required by lawNew Loans on the Amendment Effective Date, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednesseach New Loan shall be a “Loan”, and each New Lender shall be a “Lender”, under the Credit Agreement. The proceeds of the New Loans shall be used by the Borrower solely to make the Loan Repayment (iiias defined below) as soon as practicableand to pay fees and expenses incurred in connection therewith. Sections 2.02, but in no event more than thirty 2.03 and 2.04 of the Credit Agreement shall apply mutatis mutandis to the funding of the New Loans on the Amendment Effective Date. (30b) daysOn the Amendment Effective Date, after the date of deductionBorrower shall repay all Old Loans outstanding under the Credit Agreement, remit such funds (together with an accounting accrued and unpaid interest thereon, with the proceeds of the New Loans (the “Loan Repayment”). Upon the Borrower’s making of the Loan Repayment, each of the Lenders receiving such Loan Repayment, other than those lenders that identifies the Transferred Employees with respect are New Lenders, shall cease to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller be a party to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect Credit Agreement and shall be released from all further obligations thereunder and shall have no further rights thereunder or any rights to each respective Transferred Employee pursuant or interest in any Collateral; provided, however, that such Lenders shall continue to be entitled to the preceding sentence shall commence as benefits (in accordance with the Credit Agreement) of Sections 2.13, 2.14, 2.15 and 9.03 of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration Credit Agreement as in effect immediately prior to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Amendment Effective Date.

Loans. Buyer shall (a) Subject to the terms and conditions hereof (including the satisfaction of the conditions set forth in Article 5), each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Loan” and, collectively with each other Loan of such Lender and/or with each Loan of each other Lender, the “Loans”) at any time and from time to time during the Commitment Period to the Borrower in an aggregate amount which does not exceed the amount of such Lender’s Commitment, provided that, (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees the aggregate amount of Loans made to whom Seller has made outstanding education loans, mortgage loans, finance the CVS Share Repurchase shall not exceed $5,250,000,000 and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)there shall not be more than two Borrowing Dates with respect thereto, (ii) subject the aggregate amount of Loans made to obtaining finance the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, Caremark Special Dividend shall not exceed $500,000,000 and there shall not be more than one Borrowing Date with respect thereto and (iii) as soon as practicable, but in no event more than thirty (30) days, after any remaining Commitment that is not borrowed shall automatically expire on the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until is the earlier of (x) the full amortization third Borrowing Date and (y) the last day of the Transferred Employee's indebtedness Commitment Period. Once repaid, no Loan may be reborrowed. At the option of the Borrower, indicated in a Borrowing Request, Loans may be made as ABR Advances or Eurodollar Advances. (b) The aggregate outstanding principal balance of all Loans shall be due and payable on the last date on which Buyer or one of its Affiliates pays remuneration Expiration Date. (c) The Borrower hereby unconditionally promises to pay to the Transferred Employee. Seller shall not seek to accelerateAdministrative Agent for the account of each Lender holding a Loan or Loans the then unpaid principal amount of such Loan or Loans on the Expiration Date, cancel or otherwise change the terms of any education loanstogether with all accrued and unpaid interest, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accountingif any, and nothing herein shall be construed any and all amounts payable pursuant to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Date3.5.

Loans. Buyer (a) Subject to the terms and conditions set forth hereinin the Original Credit Agreement, each Term Lender with a Term Loan Commitment (severally and not jointly) agrees to makeas defined in the Original Credit Agreement) on the Effective Date made a Term Loan in Dollars to the Borrowers on the Effective Date, in an amount equal to such Lender’s Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Amounts borrowed under this Section 2.01(a) are sometimes referred to herein as the “initial Term Loan.”(as defined in the Original Credit Agreement) on the Effective Date. On the Sixth Amendment Date, each 2020 Extended Term Lender converted the aggregate principal amount of its 2016 Term Loans into an equal principal amount of 2020 Extended Term Loans in accordance with the terms of the Sixth Amendment. (b) Subject to the terms and conditions set forth herein, each DDTL Lender with a DDTL Commitment (severally and not jointly) agrees to make up to five (5) Delayed Draw Term Loans in Dollars to the Borrowers from time to time during the Availability Period, in an aggregate principal amount not to exceed such Lender’s DDTL Commitment. Except as set forth in Section 4.03, any Delayed Draw Term Loan shall be on the same terms (iincluding all-in pricing and maturity date) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loansas, and relocation loans (excluding any Participant pursuant to documentation applicable to, the initial Term Loan. The DDTL Commitment of each DDTL Lender shall be reduced by the aggregate amount of Delayed Draw Term Loans under the Seller's Savings Plans)funded by such DDTL Lender. All Delayed Draw Term Loans, (ii) subject once funded shall become part of and be deemed to obtaining the consent be of the applicable Transferred Employee if required same class as the initial Term Loan unless otherwise determined by lawthe Administrative Agent. Each of the parties hereto hereby agrees that the Administrative Agent may, continue in consultation with the payroll deductions pursuant Borrower Representative, take any and all actions as may be reasonably necessary to which such Transferred Employees ensure that all Delayed Draw Term Loans, when originally made or thereafter, are discharging such indebtednessincluded in each Borrowing of outstanding initial Term Loans on a pro rata basis. Without limiting the generality of the foregoing, and (iii) as soon as practicable, but in no event more than thirty (30) days, after this may be accomplished by requiring each outstanding Borrowing of the initial Term Loan that is a Eurodollar Loan to be converted into a Borrowing of the initial Term Loan that is an ABR Loan on the date of deductioneach such Delayed Draw Term Loan, remit or by allocating a portion of each such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect Delayed Draw Term Loan to each respective Transferred Employee pursuant outstanding Borrowing of the initial Term Loan that is a Eurodollar Loan on a pro rata basis. Any conversion of Eurodollar Loans to ABR Loans required by the preceding sentence shall commence as be subject to Section 2.16. In addition, each scheduled amortization payment under Section 2.10(a) with respect to then-existing Term Loans required to be made after the making of any Delayed Draw Term Loan shall be ratably increased by the aggregate principal amount of such Delayed Draw Term Loan for all Lenders on a pro rata basis to the extent necessary (including to avoid any reduction in the amortization payments to which the initial Term Lenders are entitled in respect of such Delayed Draw Term Loan). To the extent any installment under Section 2.10(a) that is scheduled to be made in respect of the Closing Date and continue until initial Term Loans on any day shall have been reduced or eliminated due to the earlier application thereto of a prepayment prior to the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one a Delayed Draw Term Loan is funded, then notwithstanding the provisions of its Affiliates pays remuneration Section 2.18 hereof to the Transferred Employee. Seller contrary, Lenders who hold such funded Delayed Draw Term Loans on such day shall not seek be entitled to accelerate, cancel or otherwise change receive the terms entire portion of any education loans, mortgage loanseach payment of, or relocation loans made by Seller application to, the installment with respect to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 funded Delayed Draw Term Loan scheduled to be prepared by Seller and submitted to Buyer before the Closing Datemade on such day. (c) Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Loans. Buyer shall (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower (or Co-Obligors), which Initial Term Loans (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loansshall not exceed, mortgage loansfor any such Lender, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Initial Term Loan Commitment of such Lender, (ii) subject to obtaining shall not exceed, in the consent of aggregate, the applicable Transferred Employee if required by lawTotal Initial Term Loan Commitment, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of be made on the Closing Date and continue until shall be denominated in Dollars, (iv) may, at the earlier option of the full amortization Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that all such Initial Term Loans made by each of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration Lenders pursuant to the Transferred Employeesame Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. Seller On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (b) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower (or Co-Obligors) in Dollars or any Alternative Currency, which Revolving Credit Loans (i) shall not seek exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving pro forma effect thereto and to acceleratethe application of the proceeds thereof, cancel or otherwise change result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving pro forma effect thereto and to the terms application of the proceeds thereof, at any education loanstime result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, mortgage loans(iv) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, or relocation loans made by Seller to such Transferred Employees, except (v)(i) in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions Revolving Credit Loans denominated in Dollars, may at the option of loan repayments by the Transferred Employees applicable Borrower be Incurred and remittance maintained as, and/or converted into, ABR Loans or Eurocurrency Loans and (ii) in the case of those funds and the related accountingRevolving Credit Loans denominated in an Alternative Currency, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion Incurred and maintained as Eurocurrency Loans; provided that all Revolving Credit Loans made by each of the outstanding indebtedness Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the Transferred Employees that are not otherwise discharged by same Type and (vi) may be repaid and reborrowed in accordance with the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Dateprovisions hereof.

Loans. Buyer shall (i) obtain at Atlantic and Lyon each agrees that it may, in its own expense newly executed payroll deduction authorization forms absolute discretion, from all Transferred Employees time to whom Seller has made outstanding education loanstime, mortgage loans, and relocation make loans (excluding collectively, "LOANS" and individually, a "LOAN") to the Borrower hereunder on any Participant Loans under Business Day prior to the Seller's Savings PlansTermination Date in such amounts as the Borrower may from time to time request (such requested amounts to be allocated between Atlantic and Lyon as they may in their discretion agree), which Loans the Borrower may, in accordance with the terms hereof, borrow and reborrow and shall repay during the time period from the Effective Date to but not including the Termination Date; and (ii) subject in the event that Atlantic and Lyon shall elect not to obtaining make any one or more loans requested by the consent Borrower, each Lender severally, but not jointly, agrees to make such Loans to the Borrower on any Business Day prior to the Termination Date in such amounts as the Borrower may from time to time request, equal to such Lender's Commitment Percentage of the applicable Transferred Employee if required aggregate amount of the requested borrowing by lawthe Borrower to be made on such date, continue which Loans the payroll deductions pursuant Borrower may, in accordance with the terms hereof, borrow, repay and reborrow during the time period from the Effective Date to, but not including, the Termination Date; and, PROVIDED, that, at the option of the Borrower, upon a reduction in the short term rating of any Lender by S&P or Moody's to a rating below the then current rating of Atlantic, the Borrower may, in the event that a replacement Lender or fronting bank for such Lender acceptable to the Agent, the Atlantic Agent and the Lyon Agent, with a rating at least equal to the then current rating of Atlantic, shall not have been substituted within sixty (60) days of such rating revision, request such Lender to make a Domestic Loan or a Eurodollar Loan in a principal amount equal to 100% of its undrawn and available Commitment and for purposes of this Article 2 only, such Lender's Commitment Percentage of such Loan shall be deemed to be 100% (which Loan shall be solely for the account of such Transferred Employees are discharging Lender without giving effect to SECTION 2.10 hereof); PROVIDED, FURTHER, that, in each case, at no time shall: (i) the Outstanding Credit exceed the Program Limit or the Commitments; (ii) the outstanding principal amount of any Loan exceed the Borrowing Base for such indebtednessLoan, and (iii) as soon as practicable, but in no event more than thirty the Outstanding Credit exceed the aggregate Borrowing Base for all outstanding Loans; and (30iv) days, after the date product of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted each Lender's Commitment Percentage and the amount deducted for Outstanding Credit exceed each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyersuch Lender's obligation Commitment (except in connection with respect to each respective Transferred Employee a non pro rata advance pursuant to the preceding sentence shall commence proviso in SECTION 2.1(A)(II)). On the date hereof, the principal amount of each Lender's Commitment is as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employeeset forth opposite such Lender's indebtedness or the last date name on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's feesSCHEDULE 2.1(A) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Dateattached hereto.

Loans. Buyer shall (a) Subject to the terms and conditions hereof, each Lender severally agrees to maintain its Loans previously made to the Borrower as in effect on the Closing Date. The outstanding principal amount of Loans owing to each Lender on the Closing Date is set forth opposite the name of such Lender on Schedule I to this Agreement. Amounts borrowed and repaid may not be reborrowed. No Lender has any obligation to make any additional Loans. (b) The Loans may from time to time be (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)EurodollarTerm SOFR Loans, (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and ABR Loans or (iii) a combination thereof, as soon as practicable, but in no event more than thirty (30) days, after determined by the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted Borrower and the amount deducted for each Transferred Employee) to Seller for application by Seller notified to the Transferred Employees' outstanding indebtedness. Buyer's obligation Administrative Agent in accordance with respect to each respective Transferred Employee pursuant Sections 2.2 and 3.3. (c) Notwithstanding anything herein or in any other Loan Document to the preceding sentence shall commence contrary, if on the First Amendment Effective Date, any Eurodollar Loans (as such term was defined in this Agreement, immediately prior the First Amendment Effective Date) remain outstanding (the “Existing Eurodollar Loans”), such Existing Eurodollar Loans shall, for the duration of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration Interest Period (as such term was defined in this Agreement, immediately prior to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change First Amendment Effective Date) be governed by the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration immediately prior to the First Amendment Effective Date. Upon the expiration of the outstanding indebtedness or Interest Period applicable to the payroll deduction authorization process Existing Eurodollar Loans, (i) such Existing Eurodollar Loans shall be continued, automatically, as described above. All Transferred Employees Term SOFR Loans having an Interest Period of one month unless otherwise elected by the Borrower in accordance with outstanding indebtedness the terms of this Agreement (as described amended by the First Amendment) (provided, for the avoidance of doubt, that such Loans may not be continued as Eurodollar Loans (as such term was defined in this Section 11.3.1 Agreement, immediately prior the First Amendment Effective Date)) and (ii) this Agreement, giving effect to the amount First Amendment, shall govern and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datecontrol such Existing Eurodollar Loans in all respects.

Loans. Buyer shall (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans to the Borrower, which Initial Term Loans (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loansshall not exceed, mortgage loansfor any such Lender, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Initial Term Loan Commitment of such Lender, (ii) subject to obtaining shall not exceed, in the consent of aggregate, the applicable Transferred Employee if required by lawTotal Initial Term Loan Commitment, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of be made on the Closing Date and continue until shall be denominated in Dollars, (iv) may, at the earlier option of the full amortization Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration Lenders pursuant to the Transferred Employeesame Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. Seller On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (b) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (i) shall not seek exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving effect thereto and to acceleratethe application of the proceeds thereof, cancel result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (iv) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date (provided that no Revolving Credit Loans may be borrowed on the Closing Date other than (x) Revolving Credit Loans in an amount not to exceed $20,000,000 to be used to pay for the Debt Refinancing, the Sheridan Acquisition and the Transaction Expenses and (y) Revolving Credit loans used to pay amounts attributable to any “flex” pursuant to the Fee Letter in the form of upfront fees and/or OID), (v) may at the option of the Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise change specifically provided herein, consist entirely of Revolving Credit Loans of the terms same Type and (vi) may be repaid and reborrowed in accordance with the provisions hereof. On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (i) any education loansexercise of such option shall not affect the obligation of the Borrower to repay such Loan and (ii) in exercising such option, mortgage loanssuch Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or relocation loans made by Seller refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to such Transferred Employees, except it and in the case event of a default by a Transferred Employee. Buyer's obligations such request for costs for which compensation is provided under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller the provisions of Section 2.10 shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Dateapply).

Loans. Buyer (a) Subject to the terms and conditions hereof and to give effect to the Plan of Reorganization and provide for, together with the consummation of the transactions contemplated by the Second Lien Loan Agreement, full and complete satisfaction, settlement, release and discharge of the Prepetition Credit Agreement Claims, each Term Lender shall be deemed to have made a term loan to the Borrower on the Conversion Date in an amount equal to the amount set forth opposite such Lender’s name on Schedule I bellow the column entitled “Term Loans” (such term loan, a “Term Loan” and, collectively, the “Term Loans”). Such Term Loan shall (i) obtain be denominated in Dollars and (ii) except as hereinafter provided, shall, at its own expense newly executed payroll deduction authorization forms the option of the Borrower, be maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from all Transferred Employees time to whom Seller has made outstanding education loanstime on or after the Conversion Date and prior to the Revolving Loan Maturity Date, mortgage loans, and relocation a revolving loan or revolving loans (excluding any Participant each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans under the Seller's Savings Plans)(i) shall be denominated in Dollars, (ii) subject to obtaining shall, at the consent option of the applicable Transferred Employee if required by lawBorrower, continue be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednesssame Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iiiiv) as soon as practicableshall not exceed for any such Lender at any time outstanding that aggregate principal amount which, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller when added to the Transferred Employees' outstanding indebtedness. Buyer's obligation product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with respect to each the proceeds of, and simultaneously with the incurrence of, the respective Transferred Employee pursuant to incurrence of Revolving Loans) at such time and (II) the preceding sentence shall commence as aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the Closing Date proceeds of, and continue until simultaneously with the earlier incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the full amortization Revolving Loan Commitment of such Lender at such time. (c) On the Transferred Employee's indebtedness Conversion Date, automatically and without any further consent or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments action required by the Transferred Employees Borrower and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 Section 2.02 or 2.03, the Administrative Agent or any Lender, (i) the Borrower, in its capacity as reorganized ▇▇▇ Enterprises, Incorporated and each Subsidiary Guarantor, in its capacity as a reorganized Debtor shall assume all obligations in respect of this the DIP Credit Agreement or Section 11.6 and all other obligations in respect hereof, and, immediately thereafter, (ii) the DIP Credit Agreement and the Prepetition Credit Agreement each shall terminate and be superseded and replaced by, and deemed amended and restated in their entirety in the form of this Agreement, Seller and (1) the “Borrower” and the “Subsidiary Guarantors” under and as defined in the DIP Credit Agreement and the Prepetition Credit Agreement shall indemnify be the Borrower and hold harmless Buyer for all claimsSubsidiary Guarantors hereunder, demands(2) each “Revolving Loan” under and as defined in the DIP Credit Agreement shall be a Revolving Loan hereunder, actions(3) each “Lender” under and as defined in the DIP Credit Agreement or in the Prepetition Credit Agreement shall be a Lender hereunder, proceedings, causes of action, liability, loss, cost, damage(4) the “Revolving Loan Commitments” under and as defined in the DIP Credit Agreement shall be Revolving Loan Commitments hereunder, and expense (5) the “Letters of Credit” outstanding under and as defined in the DIP Credit Agreement and the Prepetition Credit Agreement shall be Letters of Credit hereunder. Notwithstanding the foregoing, all obligations of the Borrower and the Subsidiary Guarantors to the “Administrative Agent”, the “Issuing Bank” and the “Lenders” under and as defined under the DIP Credit Agreement and any other “Credit Document” under and as defined in the DIP Credit Agreement which are expressly stated in the DIP Credit Agreement or such other credit document as surviving such agreement’s termination shall, as so specified, survive without prejudice and remain in full force and effect. Each of the Credit Parties, the Administrative Agent, the Lenders and the Issuing Bank shall take such actions and execute and deliver such agreements, instruments or other documents as the Administrative Agent may reasonably request to give effect to the provisions of this Section 2.01(c). (d) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Conversion Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(d), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to a RL Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including reasonable attorney's feesby cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any way arising from of the remedies provided in the last paragraph of Section 11), in which case one or incurred more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of Buyer's administration the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding indebtedness or the payroll deduction authorization process Swingline Loans as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on a Schedule 11.3.1 the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be prepared by Seller purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and submitted after such date, and (y) at the time any purchase of participations pursuant to Buyer before this sentence is actually made, the Closing Datepurchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

Loans. Buyer (a) Each Lender severally agrees, on and subject to the terms and conditions of this Agreement, to make a loan in Dollars to the Borrower requesting a Loan in the Notice of Borrowing (each, a “Loan”), as described in Section 2.2 through an Applicable Lending Office, on the Borrowing Date in an aggregate principal amount not to exceed, for each Lender, the amount set forth opposite such Lender’s name under the heading “Commitment” on Annex I hereto (such amount, such Lender’s “Commitment”); provided that after giving effect to the borrowing of the Loans, the outstanding principal amount of all Loans shall not exceed US$40,000,000. (b) Amounts borrowed as Loans which are repaid or prepaid may not be reborrowed and any available amounts not requested to be borrowed under this Section 2.1 shall result in the pro rata irrevocable termination of an equivalent amount of the Commitments on the day on which the Administrative Agent receives the Notice of Borrowing therefor. The Commitments shall expire concurrently on the earlier of (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees the date that is five (5) days after the Closing Date (the “Availability Expiration Date”) and (ii) the Borrowing Date. (c) The proceeds of the Loans shall be used by the Borrower solely to whom Seller has made outstanding education loans, mortgage loans, (i) pay fees and relocation loans (excluding any Participant Loans expenses due and payable under the Seller's Savings Plans)Sections 2.3 and 11.3, (ii) subject to obtaining fund the consent Debt Service Reserve Account, (iii) reimburse Affiliates of the applicable Transferred Employee if required Loan Parties for amounts paid by law, continue them on account of the payroll deductions pursuant to which such Transferred Employees are discharging such indebtednesspurchase price under the Turbine Purchase Agreement, and (iv) finance Capital Expenditure needs of the Loan Parties ((i) (ii) (iii) as soon as practicableand (iv) collectively, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Date“Permitted Uses”).

Loans. Buyer shall (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees Subject to whom Seller has made outstanding education loansand upon the terms and conditions herein set forth, mortgage loans, and relocation each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (excluding each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) shall not exceed, for any Participant Loans under such Lender, the Seller's Savings Plans)Initial Term Loan Commitment of such Lender, (ii) subject to obtaining shall not exceed, in the consent of aggregate, the applicable Transferred Employee if required by lawTotal Initial Term Loan Commitment, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of be made on the Closing Date and continue until shall be denominated in Dollars, (iv) may, at the earlier option of the full amortization Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or, Eurocurrency Loans or Term SOFR Loans; provided that all such Initial Term Loans made by each of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration Lenders pursuant to the Transferred Employeesame Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. Seller On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (ii) Subject to and upon the terms and conditions set forth in the 2022 Incremental Agreement, each Lender having a 2022 Incremental Term Loan Commitment severally agrees to make 2022 Incremental Term Loans to the Borrower, which 2022 Incremental Term Loans (A) shall not seek exceed, for any such Lender, the 2022 Incremental Term Loan Commitment of such Lender, (B) shall not exceed, in the aggregate, the Total 2022 Incremental Term Loan Commitment, (C) shall be made on the 2022 Incremental Agreement Effective -107- #96562806v11 (i) Subject to accelerate, cancel or otherwise change and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in Dollars or any Alternative Currency, which Revolving Credit Loans (i) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such ▇▇▇▇▇▇’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any education loanstime result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, mortgage loans(iv) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, or relocation loans made by Seller to such Transferred Employees, except (v) (i) in the case of a default Revolving Credit Loans denominated in Dollars, may at the option of the applicable Borrower be Incurred and maintained as, and/or converted into, ABR Loans or, Eurocurrency Loans or Term SOFR Loans and (ii) in the case of Revolving Credit Loans denominated in an Alternative Currency, shall be Incurred and maintained as Eurocurrency Loans or Term SOFR Loans; provided that all Revolving Credit Loans made by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited each of the Lenders pursuant to payroll deductions the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of loan repayments by Revolving Credit Loans of the Transferred Employees same Type and remittance of those funds (vi) may be repaid and reborrowed in accordance with the provisions hereof. (ii) On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the related accounting, and nothing herein Revolving Credit Commitments shall be construed terminate. (c) Each Lender may at its option make any Fixed Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to obligate Buyer make such Fixed Rate Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Fixed Rate Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to Seller minimize any portion increased costs to the Borrower resulting therefrom (which obligation of the outstanding indebtedness Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; such request for costs for which compensation is provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of under this Agreement, Seller the provisions of Section 2.10 shall indemnify apply). (i) Subject to and hold harmless Buyer for upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all claimsLenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, demands(E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, actionsall outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, proceedings(y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing. (ii) On any Business Day, causes the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded -108- #96562806v11 (iii) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred an appointment as a result Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of Buyer's administration such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Lender in its capacity as a lender of Swingline Loans hereunder. (iv) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the outstanding indebtedness or delivery thereof; provided that no such termination shall become effective until and unless the payroll deduction authorization process as described aboveSwingline Exposure of such Swingline Lender shall have been reduced to zero. All Transferred Employees Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness respect to Swingline Loans made by it prior to such termination, but shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Datenot make any additional Swingline Loans.

Loans. Buyer shall (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees shall, for any such Lender, be in a principal amount equal to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans)Initial Term Loan Commitment of such Lender, (ii) subject shall, for all Lenders, be in a principal amount in the aggregate equal to obtaining the consent of the applicable Transferred Employee if required by lawTotal Initial Term Loan Commitment, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicableshall be made on the Closing Date, but (iv) shall be denominated in no event more than thirty Dollars, (30v) daysmay, after at the date option of deductionthe Borrower, remit be Incurred and maintained as, and/or converted into, Base Rate Loans or Term SOFR Loans; provided that all such funds (together with an accounting that identifies Initial Term Loans made by each of the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee Lenders pursuant to the preceding sentence same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall commence as be repaid in full. (i) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such ▇▇▇▇▇▇’s Revolving Credit Exposure at such time exceeding such ▇▇▇▇▇▇’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the Closing Date and continue until prior to the earlier Revolving Credit Maturity Date, (E) may at the option of the full amortization Borrower be Incurred and maintained as, and/or converted into, Base Rate Loans or Term SOFR Loans; provided that all Revolving Credit Loans made by each of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration Lenders pursuant to the Transferred Employee. Seller same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (F) may be repaid and reborrowed in accordance with the provisions hereof. (i) On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) Each Lender may at its option make any Term SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term SOFR Loan; provided that (i) any exercise of such option shall not seek affect the obligation of the Borrower to acceleraterepay such Term SOFR Loan and (ii) in exercising such option, cancel or otherwise change such Lender shall use its reasonable efforts to minimize any increased costs to the terms Borrower resulting therefrom (which obligation of any education loans, mortgage loansthe Lender shall not require it to take, or relocation loans made by Seller refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to such Transferred Employees, except it and in the case event of a default by a Transferred Employee. Buyer's obligations such request for costs for which compensation is provided under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller the provisions of Section 2.10 shall indemnify apply). (i) Subject to and hold harmless Buyer for upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be Base Rate Loans, (B) shall have the benefit of the provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all claimsLenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, demands(E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, actionsall outstanding Swingline Loans shall be repaid in full. The Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, proceedings(y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing. Immediately upon the making of a Swingline Loan, causes of action, liability, loss, cost, damageeach Revolving Credit Lender shall be deemed to, and expense hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment Percentage times the amount of such Swingline Loan. (ii) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case Revolving Credit Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made by no later than 1:00 p.m. on the same Business Day in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swingline Loan) by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon same Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration the commencement of a proceeding under any Debtor Relief Law in respect of the outstanding indebtedness Borrower), the request for a Mandatory Borrowing submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swingline Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to this Section 2.1(d)(ii) shall be deemed payment in respect of such participation. If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.1(d)(ii) by the time specified herein, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the payroll deduction authorization process Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as described aboveaforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Mandatory Borrowing or funded participation in the relevant Swingline Loan, as the case may be. All Transferred Employees A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with outstanding indebtedness respect to any amounts owing under this clause (d)(ii) shall be conclusive absent manifest error. (iii) Each Revolving Credit ▇▇▇▇▇▇’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.1(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.1(d) is subject to the conditions set forth in Section 7 (other than delivery by the Borrower of a Notice of Borrowing). No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swingline Loans, together with interest as provided herein. (iv) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives any payment on account of such Swingline Loan, the Swingline Lender will distribute to such Revolving Credit Lender its Revolving Credit Commitment Percentage thereof in the same funds as those received by the Swingline Lender. (v) If any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by the Swingline Lender under any of the circumstances described in Section 13.20 (including pursuant to any settlement entered into by the Swingline Lender in its discretion), each Revolving Credit Lender shall pay to the Swingline Lender its Revolving Credit Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swingline Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. (vi) The Swingline Lender shall be responsible for invoicing the Borrower for interest on the Swingline Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 11.3.1 and the amount and nature 2.1(d) to refinance such Revolving Credit Lender's Revolving Credit Commitment Percentage of this indebtedness any Swingline Loan, interest in respect of such Revolving Credit Commitment Percentage shall be identified on solely for the account of the Swingline Lender. (vii) The Borrower shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Lender. (viii) The Borrower may terminate the appointment of any Swingline Lender as a Schedule 11.3.1 “Swingline Lender” hereunder by providing a written notice thereof to be prepared such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by Seller and submitted it prior to Buyer before the Closing Datesuch termination, but shall not make any additional Swingline Loans.

Loans. Buyer (a) Upon the terms and conditions and relying upon the representations and warranties herein set forth, each Bank severally agrees to make Loans to the Borrower denominated in Dollars or Alternate Currencies, from time to time on any one or more Business Days during the period from the Closing Date to the Maturity Date, up to an aggregate Canadian Dollar Equivalent Value of the principal amount of Loans not exceeding at any one time outstanding the amount set opposite such Bank's name on the signature pages hereof as such Bank's Commitment (such amount, as it may be reduced from time to time pursuant to Section 4.7 and Section 13.10 being such Bank's "Commitment"); provided, however, that after giving effect to any Loan, in no event shall the Canadian Dollar Equivalent Value of the outstanding amount of all Loans of all Banks made hereunder to the Borrower plus the Canadian Dollar Equivalent Value of the Letter of Credit Outstandings at such time exceed the Commitments of all the Banks. Within such limits and during such period and subject to the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow hereunder. (b) [intentionally omitted] (c) The Borrower shall execute and deliver to the Agent for each Bank to evidence the Loans made by each Bank, a promissory note (each, as the same may be amended, modified or extended from time to time, a "Note"), which shall be (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under dated the Seller's Savings Plans), Closing Date; (ii) subject to obtaining in the consent principal amount of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, Bank's Commitment; and (iii) in substantially the form attached hereto as soon Exhibit A, with the blanks appropriately filled. The outstanding principal balance of each Note shall be payable on the Maturity Date. Each Note shall bear interest on the unpaid principal amount thereof from time to time outstanding at the rate per annum determined as practicablespecified in Section 3, but in no event more than thirty (30) dayspayable on each Interest Payment Date and at maturity, after commencing with the first Interest Payment Date following the date of deduction, remit such funds Note. (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employeed) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in In the case of a default by proposed borrowing comprised of Eurodollar Loans, the Agent shall promptly notify each Bank of the applicable interest rate under Section 3. 1. In the case of all borrowings, each Bank shall, before 12:00 noon (Toronto time) on the Borrowing Date, make available for the account of its Applicable Lending Office to the Agent at the Agent's Domestic Lending Office, in immediately available funds, and in the requested currency, its Pro Rata Percentage of such borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 8, on the Borrowing Date the Agent shall make the borrowing available to the Borrower at its Domestic Lending Office in immediately available funds and in the requested currency. Each Bank may, at its option, post on a Transferred Employee. Buyerschedule attached to its Note (x) the date and principal amount of each Loan made under such Note; (y) the rate of interest each such Loan will bear; and (z) each payment of principal thereon; provided, however, that any failure of such Bank to so mark ▇▇▇h Note shall not affect the Borrower's obligations under this Section 11.3.1 are limited thereunder; and provided further that such Bank's records as to payroll deductions of loan repayments such matters shall be controlling, absent manifest error, whether or not such Bank has so marked such Note. Any deposit to the Borrower's demand deposit account by the Transferred Employees and remittance of those funds and Agent pursuant to a request (whether written or oral) believed by the related accounting, and nothing herein Agent to be an authorized request by the Borrower for a Loan hereunder shall be construed deemed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer be a Loan hereunder for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) purposes with the same effect as if the Borrower had in any way arising from or incurred as a result of Buyer's administration of fact requested the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 Agent to be prepared by Seller and submitted to Buyer before the Closing Datemake such Loan.

Loans. Buyer (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (each a "Loan" and, as the context may require, collectively with all Loans of such Lender and with the Loans of all other Lenders, the "Loans") to the Borrower from time to time during the Commitment Period, in an aggregate principal amount such that at any one time the Facility Exposure of such Lender shall not exceed such Lender's Commitment Amount. At no time shall (i) obtain at its own expense newly executed payroll deduction authorization forms from the sum of (A) the aggregate outstanding principal amount of the Loans of all Transferred Employees to whom Seller has made outstanding education loansLenders, mortgage loans(B) the aggregate Swingline Exposure, and relocation loans (excluding any Participant Loans under C) the Seller's Savings Plans)aggregate LC Exposure, exceed the Total Commitment Amount, (ii) subject the face amount of all issued and outstanding Letters of Credit exceed the LC Sublimit, or (iii) the outstanding Swingline Loans exceed the Swingline Amount. During the Commitment Period, the Borrower may borrow, prepay in whole or in part and reborrow under the Commitments, all in accordance with the terms and conditions of this Agreement. Subject to obtaining the consent provisions of Sections 2.3 and 2.8, Loans may be (a) ABR Advances, (b) Eurodollar Advances, or (c) any combination thereof. (b) This Agreement amends and restates in its entirety all of the applicable Transferred Employee if required by lawterms of the Prior Credit Agreement. On the Effective Date (i) the Loans under the Prior Credit Agreement shall be deemed to be Loans under and as defined in this Agreement and shall maintain their respective status as Eurodollar Advances, continue ABR Advances or Swing Line Loans, as the payroll deductions pursuant case may be, as under the Prior Credit Agreement, (ii) Regions Bank (the "Exiting Lender") shall cease to which such Transferred Employees are discharging such indebtednessbe a Lender hereunder, and (iii) the Lenders (including Exiting Lender) shall buy and sell interests in the Loans among themselves as soon as practicable, but in no event more than thirty (30) days, determined by the Agent such that after the date giving effect thereto each Lender shall own its Commitment Percentage of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted all outstanding Loans and the amount deducted for each Transferred Employee) Exiting Lender shall cease to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of own any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except interests in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing DateLoans.

Loans. Buyer (a) Subject to the terms and conditions hereof, each Lender severally agrees to make a loan (individually, an “Initial Loan” and collectively, the “Initial Loans”) to the Borrower on the Closing Date, in an aggregate principal amount equal to such Lender’s Loan Commitment. (b) The Loan Commitments shall terminate on the earliest of (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding the consummation of the Acquisition without any Participant Loans borrowing under the Seller's Savings Plans)this Agreement, (ii) subject to obtaining the consent termination or lapse of the applicable Transferred Employee if required by lawMerger Agreement, continue (iii) any date on which the payroll deductions pursuant Borrower provides notice to which such Transferred Employees are discharging such indebtednessthe Lenders that it does not intend to proceed with the Acquisition, and (iiiiv) as soon as practicable5:00 p.m., but in no event more than thirty New York City time, on December 31, 2004, if the Initial Loans are not made on or before such date. (30c) days, after Unless the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect Administrative Agent shall have received notice from a Lender prior to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date that such Lender will not make an amount equal to its Loan Commitment available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent in accordance with Section 2.03, and continue the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration such amount is repaid to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Initial Loans hereunder and (ii) in the case of such Lender, a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments rate determined by the Transferred Employees and remittance Administrative Agent to represent its cost of those overnight or short-term funds and the related accounting, and nothing herein (which determination shall be construed conclusive absent manifest error). (d) The failure of any Lender to obligate Buyer make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Loan Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay to Seller any portion of such Loan in accordance with the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 terms of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified on a Schedule 11.3.1 to be prepared by Seller and submitted to Buyer before the Closing Date.

Loans. Buyer shall (a) Subject to the terms and conditions of this Agreement (including Sections 3.1 and 3.2), the Approved Budget and the Orders, each Lender with a Term Commitment agrees (severally, not jointly and not jointly and severally), to make term loans (collectively, the “Tranche A Loans”) to Borrowers in an aggregate amount up to such Lender’s Pro Rata Share of the Tranche A Loan Amount as follows: (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees following the entry of the First Interim DIP Order, the Initial DIP Lenders made an initial Tranche A Loan to whom Seller has made outstanding education loansthe Borrowers in an amount equal to such Initial DIP Lender’s Pro Rata Share of an aggregate principal amount equal to $2,000,000, mortgage loanswhich amount the Initial DIP Lenders assigned to the Lenders party hereto in Pro Rata Shares of such amount (the “Initial Tranche A Loan”); (ii) following the entry of the Second Interim DIP Order, the Lenders party hereto shall make a second Tranche A Loan (the “Second Tranche A Loan”) to the Borrowers in an amount equal to such Lender’s Pro Rata Share of an aggregate principal amount equal to $1,333,334; and (iii) on or after the date of entry of the Final DIP Order, the Lenders shall make one additional Tranche A Loan (the “Third Tranche A Loan”) to the Borrowers on the date specified in the applicable Committed Loan Notice of such Lender’s Pro Rata Share of an aggregate principal amount equal to $3,333,333. (b) Subject to the terms and conditions of this Agreement (including Section 3.2), the Approved Budget and the Orders, each Lender with a Term Commitment agrees (severally, not jointly or jointly and severally), on the next Business Day following the entry of the Final DIP Order by the Bankruptcy Court, to make one deemed term loan (the “Tranche B Loan”, and relocation loans together with the Tranche A Loans, collectively, the “Loans”) to the Borrowers on the date of the Tranche A Loan made in accordance with the foregoing clause (excluding iii) of Section 2.2(a) in an amount equal to such Lender’s Pro Rata Share of an aggregate principal amount equal to $35,000,000, which Tranche B Loan shall be deemed made by the Lenders to the Borrowers on such date. (c) Each Tranche A Loan shall be made upon the Administrative Borrower’s delivery to the Agent of a Committed Loan Notice. Except with respect to the Initial Tranche A Loan and the Second Tranche A Loan, each such Committed Loan Notice must be received by the Agent not later than 11:00 a.m. three (3) Business Days prior to the requested date of any Participant Loans under Tranche A Loan. Each Committed Loan Notice shall specify (i) the Seller's Savings Plansrequested date of the Tranche A Loan (which shall be a Business Day), (ii) subject to obtaining the consent principal amount of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant Tranche A Loan to which such Transferred Employees are discharging such indebtedness, be borrowed and (iii) as soon as practicablethe Borrower’s wiring instructions to be used for funding such Tranche A Loan. (d) Following receipt of a Committed Loan Notice, but the Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the Loan requested. Each Lender shall make the amount of its Tranche A Loan available to the Agent in no event more immediately available funds at the Agent’s office not later than thirty 2:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 3.2, the Agent shall use reasonable efforts to make all funds so received available to the Borrowers in like funds on the day of receipt by the Agent by wire transfer of such funds into a Designated Account. (30e) daysEach Loan shall be a US Dollar Denominated Loan (f) Loans prepaid or repaid (including amounts substituted and exchanged for Tranche B Loans) hereunder may not be re-borrowed. The outstanding principal amount of the Loans, after together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted on which they are declared due and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee payable pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement. (g) Term Commitments shall be permanently reduced by an amount equal to the amount of each Loan extended upon the making of such Loan. Notwithstanding the foregoing, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or Term Commitments shall automatically terminate at 5:00 p.m., New York time, on June 26, 2015 if the payroll deduction authorization process as described above. funding of the Second Tranche A Loan shall have not occurred by such time. (h) All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness Loans shall be identified on a Schedule 11.3.1 to be prepared by Seller used for the purposes set forth in the Orders and submitted to Buyer before the Closing Datein Sections 4.25 and 6.13 hereof.

Loans. Buyer shall (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees a Tranche A Term Loan to whom Seller has made outstanding education loansBorrower on the Closing Date, mortgage loans, in a principal amount not to exceed such Lender’s Tranche A Commitment and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject a Tranche B Term Loan to obtaining Borrower on the consent Closing Date in a principal amount not to exceed such Lender’s Tranche B Commitment. The Tranche A Term Loans, at each Lender’s option, may be evidenced by one or more secured promissory notes (collectively, the “Tranche A Term Notes”) substantially in the form attached hereto as Exhibit 2.1(a)(1) and the Tranche B Term Loans, at each Lender’s option, may be evidenced by one or more secured promissory notes (collectively, the “Tranche B Term Notes”) substantially in the form attached hereto as Exhibit 2.1(a)(2). Once repaid, the Loans may not be reborrowed. (b) Notwithstanding anything to the contrary contained herein (and without affecting any other provision hereof), the funded portion of the applicable Transferred Employee if required Loans to be made on the Closing Date by laweach Lender (i.e., continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted advanced by such Lender to Borrower on the Closing Date) shall be equal to ninety-nine and one hundredth of one percent (99.01%) of the principal amount of such Loan (it being agreed that the full principal amount of each such Loan will be deemed outstanding on the Closing Date and Borrower shall be obligated to repay one hundred percent (100%) of the principal amount of each such Loan as provided hereunder). (c) As of the Closing Date, (i) certain proceeds of the Loans shall be applied as consideration for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee assignment of the Indebtedness under the Senior Secured Notes pursuant to the preceding sentence shall commence assignments of mortgages on Material Real Property in the State of New York, dated as of the Closing Date (“New York Assignments of Mortgages”) and continue until such Indebtedness under the earlier Senior Secured Notes shall be deemed to be assigned from the Collateral Agent to the Lenders on a pro rata basis and amended and restated as Loans outstanding hereunder and (ii) certain proceeds of the full amortization Tranche A Term Loans shall be applied as consideration for the assignment of the Transferred Employee's indebtedness or Indebtedness under the last date on which Buyer or one of its Affiliates pays remuneration Existing Term Loan assigned pursuant to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change New York Assignments of Mortgages and such Indebtedness under the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein Existing Term Loan shall be construed deemed to obligate Buyer to repay to Seller any portion of be assigned from the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything Collateral Agent to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of this indebtedness shall be identified Lenders on a Schedule 11.3.1 to be prepared by Seller pro rata basis and submitted to Buyer before the Closing Dateamended and restated as Tranche A Term Loans outstanding hereunder.