Common use of Loans Clause in Contracts

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii)2.02(f) or Loans made pursuant to Section 2.22, (x) ABR the Loans comprising any Term Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1,000,000 and not less than $5,000,000 (except, with respect to any Incremental Term Borrowing, to the Minimum Borrowing Amount extent otherwise provided in the related Incremental Term Loan Assumption Agreement or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Revolving Credit Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 500,000 and not less than the Minimum Borrowing Amount $500,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.012.02(f), 2.11 2.08, 2.15 and 2.122.22, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided further that the Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than twelve Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to (i) Section 2.02(f) or (ii) Loans made pursuant to Section 2.18(e)(ii) or 2.01(a2.22 (which Loans shall be made in accordance with Section 2.22), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 2:00 p.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, above and 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, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender agrees, and the Borrower severally agrees agrees, 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 to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Credit Maturity Date. (f) If the Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.23(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b) and (c) have been satisfied, such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and, to the extent of such payment, the obligations of the Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Revolving Credit Borrowing and (ii) if such conditions precedent to borrowing have not been satisfied, then any such amount paid by any Revolving Credit Lender shall not constitute a Loan and shall not relieve the Borrower from their obligations to reimburse such L/C Disbursement), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as applicabletheir interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender agrees, and the Borrower agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to ABR Revolving Loans pursuant to Section 2.06(a) and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a)and Loans made on the Closing Date, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their respective applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except At the commencement of each Interest Period for Loans deemed made pursuant to Section 2.18(e)(ii)any LIBOR Borrowing, (x) ABR Loans comprising any such Borrowing shall be in an aggregate principal amount that which, in the case of any LIBOR Borrowing denominated in Dollars, is (i) an integral multiple of $100,000 1,000,000 and not less than $25,000,000, and in the Minimum case of any LIBOR Borrowing Amount or (ii) denominated in Euros, is an integral multiple of €1,000,000 and not less than €25,000,000; provided that a LIBOR Borrowing that results from a continuation of an outstanding LIBOR Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. At the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any time that each Base Rate Borrowing is made, such Borrowing shall be in an aggregate principal amount that which is (i) an integral multiple of $100,000 1,000,000 and not less than $50,000,000 (or an aggregate principal amount equal to (i) the Minimum Borrowing Amount remaining balance of the applicable Commitments or (ii) equal the amount that is required to finance the remaining available balance reimbursement of a Reimbursement Obligation as contemplated by Section 2.22(h), as the applicable Commitmentscase may be). (b) Subject to Sections 2.01, 2.11 and 2.12, each Each Borrowing shall be comprised entirely of ABR LIBOR Loans or Eurodollar Loans Base Rate Loans, as the Borrower may request pursuant to Section 2.03; provided, however, that Borrowings denominated in Euros shall be comprised entirely of LIBOR Loans. Each Lender may at its option make fulfill its Commitment with respect to any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, however, that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this AgreementAgreement or any of the Borrower’s rights thereunder. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any dayBorrowing which, but at no time shall there if made, would result in an aggregate of more than ten (or such greater number as may be outstanding more than, in agreed to by the case of Loans maintained as Eurodollar Loans, seven (7Administrative Agent) Borrowings of such separate LIBOR Loans in each currency (Dollars or Euros) of any Lender being made to the aggregateBorrower and outstanding under this Agreement at any one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Each Lender shall make each Loan that is (A) a Base Rate Loan or (B) a LIBOR Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate in New York, New York, not later than 12:00 (noon) New York City time1:00 p.m., with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR LoansLocal Time, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly thereafter credit all such requested the amounts so received to an the general deposit account of the Borrower maintained with the Administrative Agent, or such other account as directed the Borrower may designate in a written notice to the Administrative Agent, or, in the case of Base Rate Loans made to finance the reimbursement of a Reimbursement Obligation as provided in Section 2.22(h), to the applicable Issuer, in each case as specified by the Borrower in the applicable Borrowing Request or, if a Borrowing shall request. If such Loans are not occur made on such date because any condition precedent to a Borrowing herein specified shall not have been metmet or waived, the Administrative Agent shall return the amounts so received to the respective Lenders. (d) . Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause this paragraph (c) above, and 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, and to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from and including the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to (A) in the case of Loans comprising such Borrowing denominated in Dollars, Base Rate Loans and (B) in the case of Loans denominated in Euros, LIBOR Loans and (ii) in the case of such Lender, (A) in the case of Loans denominated in Dollars, the greater of the Federal Funds NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation and (B) in the case of Loans denominated in Euros, the rate determined by the Administrative Agent to be the cost to it of funding such amount (in the case of each of clause (A) and (B) of this clause (ii), which determination shall be conclusive absent manifest error). If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s . (d) The occurrence of any Lender becoming a Defaulting Lender shall not relieve any other Lender of its obligation to repay make a Loan or payment on such date but no such other Lender shall be responsible for the Administrative Agent such corresponding amount pursuant failure of any Defaulting Lender to make a Loan or payment required under this Section 2.02(d) shall ceaseAgreement. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert to or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving any Maturity Date or the Term Loan Maturity Date, as applicableapplicable thereto.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Swingline Loans and Loans deemed made pursuant to Section 2.18(e)(ii2.2(f), (x) ABR the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of a Revolving Borrowing denominated in US Dollars, an integral multiple of $100,000 1,000,000 and not less than $1,000,000, (B) in the Minimum case of a Revolving Borrowing Amount denominated in Euros, an integral multiple of €1,000,000 and not less than €1,000,000, (C) in the case of a US$ Term Loan Borrowing or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) Incremental Term Loan Borrowing, an integral multiple of $100,000 1,000,000 and not less than $5,000,000 (except with respect to any Incremental Term Loan Borrowing, to the Minimum Borrowing Amount extent otherwise provided in the related Incremental Term Loan Assumption Agreement) and (D) in the case of a Euro Term Loan Borrowing, an integral multiple of €1,000,000 and not less than €5,000,000 or (ii) in the case of any Borrowing, equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12Section 2.8, each Borrowing shall be comprised entirely of ABR Eurodollar Loans or, with respect to Term Loans or Eurodollar Revolving Loans denominated in Dollars, ABR Loans, as the Borrower may request pursuant to Section 2.032.3. 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 provided, that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than ten (10) Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Swingline Loans deemed and Loans made pursuant to Section 2.18(e)(ii) or 2.01(a2.2(f), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate Funding Office not later than 12:00 (noon) New York City time), with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR LoansLocal Time, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested transfer the amounts so received to an the account as directed designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, above and 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, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Credit Maturity Date. (f) If the Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.22(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.22(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as applicabletheir interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.6(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable available Commitments; provided that that, the failure of any Lender to make its Loan shall not in itself relieve any other Lender under this Section 2.02(a) of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii2.17(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount $1.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount $1.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.10 and 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than seven Eurodollar Borrowings under the Revolving Loans outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a2.17(e)(ii), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 2:00 p.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided provided, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(iiSections 2.02(f) or 2.02(g), Loans (xother than Swingline Loans) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) in the case of ABR Loans, integral multiples of $1.0 million and not less than $5.0 million or (B) in the case of Eurodollar Revolving Loans, an integral multiple of $100,000 1.0 million and not less than the Minimum Borrowing Amount $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Revolving Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Revolving Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Revolving Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided further that Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than six Eurodollar Revolving Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect Subject to Loans deemed made pursuant to the settlement provisions of Section 2.18(e)(ii) or 2.01(a)10.12, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Payment Account, or to such other account as the Administrative Agent may designate from time to time, not later than 12:00 (noon) 2:00 p.m., New York City time, and, except with respect to Eurodollar Loans, Loans deemed made pursuant to Sections 2.02(f) or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds2.02(g), the Administrative Agent shall promptly credit all such requested the amounts so received received, in like funds, to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and 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, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date. (f) If the Issuing Bank shall not have received from Borrower the payment required to be made by Section 2.18(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Subject to the settlement provisions of Section 10.12, each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 1:00 p.m., New York City time, on any day, not later than 1:00 p.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from Borrower pursuant to Section 2.18(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as applicabletheir interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate. (g) Borrower hereby authorizes the Administrative Agent to, and in its sole election Administrative Agent may, debit to the Revolving Loan (i) all payments of principal, interest and Fees and (ii) upon not less than three Business Days’ notice to Borrower, expenses reimbursable to the Administrative Agent and the Collateral Agent, Lenders and Issuing Bank pursuant to Section 11.03 (including, without limitation, reasonable out-of-pocket expenses of counsel for the Administrative Agent and the Collateral Agent and of appraisers and for relevant Internet website services) or pursuant to other Loan Documents and other sums payable under the Loan Documents.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 500,000 and not less than the Minimum Borrowing Amount $1.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1.0 million and not less than the Minimum Borrowing Amount $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than eight Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 11:00 a.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s 's obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). For the avoidance of doubt, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made or incurred, as applicable, by all Revolving Credit Lenders in accordance with their Pro Rata Percentages until the Revolving Credit Maturity Date for the relevant Class of Revolving Credit Commitments (or, if earlier, the date of the termination of the relevant Class of Revolving Credit Commitments in accordance with the terms hereof); thereafter, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made by the remaining Revolving Credit Lenders in accordance with their Pro Rata Percentages (after giving effect to the termination of Revolving Credit Commitments of such Class on the applicable Revolving Credit Maturity Date or otherwise in accordance with the terms of this Agreement). Except for Loans deemed made pursuant to Section 2.18(e)(ii)2.02(g) and subject to Section 2.23, (x) ABR the Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than (i) an integral multiple of $100,000 and not less than the Minimum Applicable Borrowing Amount for such Loans or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.012.02(g), 2.11 2.08 and 2.122.16, each Borrowing shall (i) be comprised entirely of (x) in the case of US Dollar-Denominated Loans, ABR Loans or Eurodollar SOFR Loans, (y) in the case of Canadian Dollar-Denominated Loans, Canadian Prime Rate Loans or ▇▇▇▇▇ Loans (provided, that, notwithstanding anything to the contrary herein, Borrowings in the form of ▇▇▇▇▇ Loans will not be available to the Borrower until the Administrative Agent has provided notice to the Borrower that it is able to access Term ▇▇▇▇▇ (which the Administrative Agent hereby agrees to do promptly upon becoming able to access Term ▇▇▇▇▇) and prior to such date, any request for, or conversion to, a ▇▇▇▇▇ Borrowing shall be deemed to be a request for, or conversion to, a Canadian Prime Rate Borrowing) or (z) in the case of Alternate Currency-Denominated Loans, EURIBOR Loans or ▇▇▇▇▇ Loans, in each case as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar SOFR Loan, EURIBOR Loan, ▇▇▇▇▇ Loan or ▇▇▇▇▇ Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on any day, but outstanding at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same datetime; provided, however, that the Borrower shall not be considered separate Borrowingsentitled to request any Borrowing that, if made, would result in more than (x) ten SOFR Borrowings (or such greater number as the Administrative Agent may agree in its sole discretion) outstanding hereunder at any time, (y) ten EURIBOR Borrowings (or such greater number as the Administrative Agent may agree in its sole discretion) outstanding hereunder at any time and (z) five ▇▇▇▇▇ Borrowings (or such greater number as the Administrative Agent may agree in its reasonable sole discretion) outstanding hereunder at any time. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii2.02(g) or 2.01(a)and, if applicable, Section 2.27, and subject to Sections 2.03 and 2.23, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the Applicable Currency to such account as the applicable Payment Office of the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans3:00 p.m., and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s portion of such Borrowing, the Administrative Agent may assume that such Lender ▇▇▇▇▇▇ has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, above and 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, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing at the time and (ii) in the case of such Lender, (x) for the greater of first such day, the Federal Funds Overnight Rate and a (y) for each day thereafter, (A) in the case of US Dollar-Denominated Loans, the Alternate Base Rate plus the Applicable Percentage for ABR Revolving Loans comprising such Borrowing, (B) in the case of Canadian Dollar-Denominated Loans, the Canadian Prime Rate plus the Applicable Percentage for Canadian Prime Rate Revolving Loans comprising such Borrowing and (C) in the case of any other Alternate Currency-Denominated Loans, the rate determined by per annum equal to the Administrative Agent in accordance with banking industry rules on interbank compensationinterest rate applicable to the Alternate Currency-Denominated Loans comprising such Borrowing made to the Borrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, Agreement and (x) the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall ceasecease and (y) if the Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to requestrequest any SOFR Borrowing, EURIBOR Borrowing or to elect to convert or continue, any ▇▇▇▇▇ Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date applicable to the Loans comprising such SOFR Borrowing, EURIBOR Borrowing or the Term Loan Maturity Date▇▇▇▇▇ Borrowing, as applicable. (f) [Reserved]. (g) If the relevant Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.25(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds in the Applicable Currency to the Administrative Agent not later than 3:00 p.m. on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon) on any day, not later than 10:00 a.m. on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement as determined above (it being understood that such amount shall be deemed to constitute a Revolving Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to the relevant Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the relevant Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.25(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (g); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the relevant Issuing Bank at (i) in the case of the Borrower, (A) if such L/C Disbursement is payable in US Dollars, a rate per annum equal to the interest rate applicable to the Revolving Loans of the relevant Class pursuant to Section 2.06(a), (B) if such L/C Disbursement is payable in Canadian Dollars, a rate per annum equal to the interest rate applicable to the Revolving Loans of the relevant Class pursuant to Section 2.06(b), and (C) if such L/C Disbursement is payable in any other Alternate Currency, a rate per annum equal to the Overnight Rate and (ii) in the case of such Lender, (A) if such L/C Disbursement is payable in US Dollars, for the first such day, the Overnight Rate and for each day thereafter, the interest rate applicable to ABR Revolving Loans of the relevant Class, and (B) if such L/C Disbursement is payable in any Alternate Currency, for the first such day, a rate per annum equal to the Overnight Rate and, for each day thereafter, the interest rate applicable to Revolving Loans denominated in the respective Alternate Currency of the relevant Class under the applicable clause of Section 2.06 (using, in the case of Canadian Dollar-Denominated Loans, the interest rate applicable to a Canadian Prime Rate Borrowing).

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii2.02(f), (x) ABR the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1,000,000 and not less than $5,000,000 in the Minimum case of a Term Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than $1,000,000 in the Minimum case of a Revolving Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.012.02(f), 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than seven Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a2.02(f), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 1:00 p.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, above and 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, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Credit Maturity Date. (f) If the applicable Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.22(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b) and (c) have been satisfied, such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and, to the extent of such payment, the obligations of the Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Revolving Credit Borrowing, and (ii) if such conditions precedent to borrowing have not been satisfied, then any such amount paid by any Revolving Credit Lender shall not constitute a Loan and shall not relieve the Borrower from its obligation to reimburse such L/C Disbursement), and the Administrative Agent will promptly pay to such Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to such Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.22(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to such Issuing Bank, as applicabletheir interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of such Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans made pursuant to Section 2.17 and Loans deemed made pursuant to Section 2.18(e)(ii2.18(e)(i) and (ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1,000,000 and not less than the Minimum Borrowing Amount $5,000,000 or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Revolving Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1,000,000 and not less than the Minimum Borrowing Amount $5,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, (i) each Borrowing of Dollar Denominated Loans shall be comprised entirely of ABR Loans or Eurodollar Revolving Loans as the Borrower Borrowers may request pursuant to Section 2.03; and (ii) each Borrowing of Euro Denominated Loans shall be comprised entirely of Eurodollar Revolving Loans. Each Lender may at its option make any Eurodollar Revolving Loan or any ABR 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 Borrowers to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that the Borrowers shall not be entitled to request any dayBorrowing that, but if made, would result in more than twelve (12) Eurodollar Revolving Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) ), New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an a U.S. account of the applicable Borrower as directed by the Administrative Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower Borrowers 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, each of such Lender and the Borrower Borrowers severally agrees 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 Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the BorrowerBorrowers, the interest rate applicable at the time to the Loans comprising such Borrowing Borrowing; and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount $500,000 or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount $1.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than ten Eurodollar Borrowings under the Revolving Loans and ten Eurodollar Borrowings under the Term Loans outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 2:00 p.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date Date, Term Loan Maturity Date, or the Incremental Term Loan Maturity Date, as applicable.

Loans. Make advances, loans or extensions of credit to any Person, including without limitation, any Parent, Subsidiary or Affiliate except (a) Each Loan with respect to the extension of commercial trade credit in connection with the sale of Inventory in the ordinary course of its business, (b) loans to employees on an arm's-length basis in the ordinary course of business consistent with past practices for travel expenses, relocation costs and similar purposes up to a maximum of $25,000 to any employee and up to a maximum of $100,000 in the aggregate at any one time outstanding, (c) advances, loans or extensions of credit by Borrowers to their domestic Subsidiaries which are also Borrowers hereunder, (d) advances, loans or extensions of credit by Borrowers to Bucyrus Canada ("Canadian Intercompany Advances") in amounts from time to time not to exceed an aggregate of $20,000,000 at any time outstanding, (e) advances, loans or extensions of credit by Borrowers to other Foreign Subsidiaries of Borrowers, not to exceed $1,000,000 in the aggregate made after the Closing Date ("Foreign Subsidiary Advances") and (f) loans by any Subsidiary either to the Parent of that Subsidiary or to Bucyrus. The obligation of Bucyrus Canada to repay Canadian Intercompany Advances shall be made as part evidenced by a note ("Canadian Note") and the obligations of a Borrowing consisting of Loans made the other Foreign Subsidiaries to repay Foreign Subsidiary Advances shall also be evidenced by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder notes (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii"Foreign Intercompany Notes"), (x) ABR Loans comprising any Borrowing all of which shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 form and not less than the Minimum Borrowing Amount or (ii) equal substance satisfactory to the remaining available balance Agent. Each of the applicable Commitments Canadian Note and (y) the Eurodollar Loans comprising any Borrowing Foreign Intercompany Notes shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than pledged to Agent for the Minimum Borrowing Amount or (ii) equal to the remaining available balance benefit of the applicable Commitments. Lender as Collateral for the Obligations pursuant to terms acceptable to Agent and all payments on the Canadian Note and the Foreign Intercompany Notes (bother than payments in the ordinary course of business as contemplated in Section 7.19) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation applied to repay the Administrative Obligations in such manner as Agent such corresponding amount pursuant to this Section 2.02(d) shall ceasedetermine. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Competitive Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitmentsrespective Pro Rata Percentages; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03 hereof, and shall reduce the Commitment in accordance with the terms of Section 2.16 below. If the Commitment has been reduced to zero, Competitive Loans shall not be available hereunder. Except for Loans deemed made pursuant to Section 2.18(e)(ii)2.02(f) hereof, (x) ABR the Loans or Competitive Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) (x) with respect to any Competitive Borrowing, an integral multiple of $100,000 1,000,000 and not less than the Minimum Borrowing Amount $3,000,000 and (y) with respect to any other Borrowing, an integral multiple of $1,000,000 and not less than $3,000,000 or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable CommitmentsCommitment. (b) Subject to Sections 2.01, 2.11 2.09 and 2.122.14 hereof, each Competitive Borrowing shall be comprised entirely of Eurodollar Competitive Loans or Fixed Rate Loans, and each other Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.032.03 or 2.04 hereof, as applicable; provided, however, that Borrowings on the Closing Date shall be comprised entirely of ABR Loans. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than twelve Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in Dallas, Texas as the Administrative Agent may designate not later than 12:00 (noon) New York City , Dallas, Texas time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly by 3:00 p.m., Dallas, Texas time, credit all such requested the amounts so received to an account as directed in the name of the Borrower, maintained with the Administrative Agent and designated by the Borrower in the applicable Borrowing Request or Competitive Bid Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, above and 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, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, The Borrower acknowledges that if the Borrower shall not be entitled to request, or to elect to convert or continue, requests any Borrowing if the with an Interest Period requested with respect thereto that would end after the Revolving Loan Maturity Date or Date, a Breakage Event (as defined in Section 2.15 hereof) will occur on the Term Revolving Loan Maturity Date, as applicable, and the Borrower will be obligated to indemnify the Lenders in accordance with the terms of Section 2.15 hereof. (f) If the Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.21(e) hereof within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., Dallas, Texas time, on such date (or, if such Lender shall have received such notice later than 12:00 (noon), Dallas, Texas time, on any day, not later than 10:00 a.m., Dallas, Texas time, on the immediately following Business Day), an amount equal to such Lender's Pro Rata Percentage of such L/C Disbursement (it being understood that such amount shall be deemed to constitute an ABR Loan of such Lender and such

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1.0 million and not less than the Minimum Borrowing Amount $3.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1.0 million and not less than the Minimum Borrowing Amount $3.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 11:00 a.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s 's obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date, Tranche A Maturity Date or the Term Loan Tranche B Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Swingline Loans and Loans deemed made pursuant to Section 2.18(e)(ii2.22(e)(ii), (x) ABR the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of a Revolving Borrowing, an integral multiple of $100,000 1,000,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments $1,000,000, and (yB) in the Eurodollar Loans comprising any case of a Term Loan Borrowing shall be in or an aggregate principal amount that is (i) Incremental Term Loan Borrowing, an integral multiple of $100,000 1,000,000 and not less than $5,000,000 (except with respect to any Incremental Term Loan Borrowing, to the Minimum Borrowing Amount extent otherwise provided in the related Incremental Term Loan Assumption Agreement) or (ii) in the case of any Borrowing, equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12Section 2.8, each Borrowing shall be comprised entirely of ABR Eurodollar Loans or Eurodollar Loans ABR Loans, as the Borrower may request pursuant to Section 2.032.3. 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 provided, that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Swingline Loans deemed and Loans made pursuant to Section 2.18(e)(ii) or 2.01(a2.22(e)(ii), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate Funding Office not later than 12:00 (noon) , New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested transfer the amounts so received to an the account as directed designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, above and 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, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Credit Maturity Date, as applicable.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans of the applicable Class made by the applicable Lenders ratably in accordance with their respective applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii2.02(f), (x) ABR the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 the Borrowing Multiple and not less than the Borrowing Minimum (except, with respect to any Borrowing Amount of Incremental Term Loans or (ii) equal Other Revolving Loans, to the remaining available balance of extent otherwise provided in the applicable Commitments and (yrelated Incremental Assumption Agreement) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.012.02(f), 2.11 2.08, 2.15 and 2.122.22(f), (i) each Borrowing denominated in Dollars shall be comprised entirely of ABR Loans or Eurodollar Term SOFR Loans as the applicable U.S. Borrower may request pursuant to Section 2.032.03 and (ii) each Borrowing denominated in a Designated Foreign Currency shall be comprised entirely of Eurocurrency Loans. Each Lender may at its option make any Eurodollar 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 applicable Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that no Borrower shall be entitled to request any dayBorrowing that, but at no time shall there be outstanding if made, would result in more than, than 14 Term SOFR Borrowings of the U.S. Borrowers in the case of Loans maintained as Eurodollar Loans, seven (7) aggregate and six Eurocurrency Borrowings of such Loans the European Borrowers in the aggregateaggregate being outstanding hereunder at any time (or in each such case such greater number of Eurocurrency Borrowings or Term SOFR Borrowings, as applicable, permitted by the Administrative Agent in its sole discretion). For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a2.02(f), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the applicable currency to such account as the Administrative Agent may designate not later than (i) 12:00 (noon) ), New York City time, with respect to Eurodollar Loansin the case of a Term SOFR Borrowing denominated in Dollars or an ABR Borrowing or (ii) 8:00 a.m., or 1:30 p.m. New York City time, with respect to ABR Loansin the case of any Borrowings denominated in a Designated Foreign Currency, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed in the name of the applicable Borrower, designated by the such Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s portion of such Borrowing, the Administrative Agent may assume that such Lender ▇▇▇▇▇▇ has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the applicable Borrower severally agrees 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 such Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the such Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent to represent its cost of overnight or short‑term funds in accordance with banking industry rules on interbank compensationthe applicable currency (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the no Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date Date. (f) If the applicable Issuing Bank shall not have received from the applicable Borrower the payment required to be made by Section 2.22(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the applicable L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement, the Dollar Equivalent thereof (if denominated in a Designated Foreign Currency) and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds in Dollars to the Administrative Agent, an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement (or the Term Dollar Equivalent thereof if such L/C Disbursement was denominated in an Designated Foreign Currency) (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b) and (c) have been satisfied, such amount shall be deemed to constitute an ABR Revolving Loan Maturity Dateof such Lender and, to the extent of such payment, the obligations of the applicable Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Revolving Credit Borrowing and (ii) if such conditions precedent to borrowing have not been satisfied, then any such amount paid by any Revolving Credit Lender shall not constitute a Loan and shall not relieve the applicable Borrower from its obligation to reimburse such L/C Disbursement), and the Administrative Agent will promptly pay to such Issuing Bank amounts so received by it from each Revolving Credit Lender. The fundings by the Revolving Credit Lenders pursuant to this paragraph shall be made on the dates, and prior to the times, that would be required for the funding of a Revolving Credit Borrowing were the Administrative Agent’s notice deemed to be a Borrowing notice pursuant to Section 2.03. The Administrative Agent will promptly pay to such Issuing Bank any amounts received by it from the applicable Borrowers pursuant to Section 2.22(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to such Issuing Bank, as applicabletheir interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the applicable Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of such Issuing Bank at (i) in the case of such Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 500,000 and not less than the Minimum Borrowing Amount $2.5 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 500,000 and not less than the Minimum Borrowing Amount $2.5 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the applicable Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that the Borrowers shall not be entitled to request any dayBorrowing that, but if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) , New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the U.S. Borrower in the applicable U.S. Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to 11:00 a.m. on the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable 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, each of such Lender and the such Borrower severally agrees 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 such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the either Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the such Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Subject to the terms and conditions of this Agreement, Bank may, in its sole and absolute discretion, make loans to Borrower acting for a Portfolio (each, a "Loan", and, collectively, the "Loans") at such times and in such amounts as Borrower may request, which amounts may be borrowed, repaid and reborrowed, provided that the Loans shall not exceed in aggregate principal amount at any one time outstanding the maximum amount Borrower is then permitted under the 1940 Act to borrow for such Portfolio. (b) Each Loan shall be made as part of in a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowingsmore. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender Borrower shall make request each Loan by notice to Bank, specifying (i) the Portfolio for which such Loan is being requested, (ii) the date (which shall be made a Business Day) on which Borrower desires that such Loan be made, (iii) the principal amount of such Loan, (iv) the Collateral for such Loan and (v) such information about the use of the proceeds from such Loan as Bank may from time to time require, which notice shall be received by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not Bank no later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received last Business Day prior to the respective Lendersdate on which Borrower desires that such Loan be made. (d) Unless Each Loan shall be evidenced by the Administrative Agent Pledge Account of the Portfolio for which such Loan was obtained by Borrower and by the records made therein by Bank, which shall have received written notice from a Lender prior be conclusive, absent manifest error, as to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion amount of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, Loan and the Administrative Agent may, interest and payments thereon. Any failure so to record or any error in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have doing so made funds available, then, to the extent that such Lender shall not have made limit or otherwise affect the obligation of Borrower under this Agreement to pay any amount owing with respect to such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall ceaseLoan. (e) Notwithstanding Performance by Borrower of all the obligations and covenants it has incurred and made under this Agreement shall in no way impair or compromise the sole and absolute discretion of Bank to agree or not agree to make any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicableLoan.

Loans. (a) Each Standby Loan shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders Banks ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender Bank to make its any Standby Loan shall not in itself relieve any other Lender Bank of its obligation to lend hereunder (it being understood, however, that no Lender Bank shall be responsible for the failure of any other Lender Bank to make any Loan required to be made by such other LenderBank). Except for Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. The Standby Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR or Competitive Loans comprising any Borrowing shall be (i) in the case of Competitive Loans, in an aggregate principal amount that which is (i) an integral multiple of $100,000 1,000,000 and not less than the Minimum Borrowing Amount or $5,000,000 and (ii) equal to in the remaining available balance case of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be Standby Loans, in an aggregate principal amount that which is (i) an integral multiple of $100,000 1,000,000 and not less than $10,000,000 in the Minimum Borrowing Amount case of Eurodollar Standby Loans and not less than $5,000,000 in the case of ABR Loans (or (ii) an aggregate principal amount equal to the remaining available balance of the applicable available Commitments). (b) Subject to Sections 2.01, 2.11 and 2.12, each Each Competitive Borrowing shall be comprised entirely of ABR Eurodollar Competitive Loans or Fixed Rate Loans, and each Standby Borrowing shall be comprised entirely of Eurodollar Standby Loans or ABR Loans, as the Borrower may request pursuant to Section 2.032.03 or 2.04, as applicable. Each Lender Bank may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender Bank to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any dayBorrowing which, but if made, would result in an aggregate of more than five separate Standby Loans of any Bank being outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans. (c) Except with respect to Loans deemed made pursuant Subject to Section 2.18(e)(ii) or 2.01(a)2.05, each Lender Bank shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate in New York, New York, not later than 12:00 (noon) , New York City time, with respect to Eurodollar Loansand the Agent shall by 3:00 p.m., or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, wire transfer the Administrative Agent shall promptly credit all such requested amounts so received to an the general deposit account as directed of the Borrower at ▇▇▇▇▇ Fargo, National Association (or other general deposit account designated by the Borrower in the applicable Borrowing Request writing) or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Banks. Competitive Loans shall be made by the Bank or Banks whose Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts so accepted and Standby Loans shall be made by the Banks pro rata in accordance with Section 2.18. Unless the Administrative Agent shall have received written notice from a Lender Bank prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender Bank will not make available to the Administrative Agent such LenderBank’s portion of such Borrowing, the Administrative Agent may assume that such Lender Bank has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause this paragraph (c) above, and 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, and to the extent that such Lender Bank shall not have made such portion available to the Administrative Agent, each of such Lender Bank and the Borrower severally agrees agree (without duplication) 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such LenderBank, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationEffective Rate. If such Lender Bank shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such LenderBank’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (ed) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii2.02(f), (x) ABR the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1,000,000 and not less than the Minimum Borrowing Amount or $2,000,000 (ii) equal except, with respect to any Incremental Term Borrowing, to the remaining available balance of extent otherwise provided in the applicable Commitments and (yrelated Incremental Term Loan Assumption Agreement) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.012.02(f), 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than six Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a2.02(f), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 1:00 p.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, above and 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, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Credit Maturity Date. (f) If the Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.22(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b) and (c) have been satisfied, such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and, to the extent of such payment, the obligations of the Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Revolving Credit Borrowing, and (ii) if such conditions precedent to borrowing have not been satisfied, then any such amount paid by any Revolving Credit Lender shall not constitute a Loan and shall not relieve the Borrower from its obligation to reimburse such L/C Disbursement), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.22(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as applicabletheir interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. Subject to the terms and conditions set forth in this Agreement, on the Closing Date, each Bank severally agrees to make loans (aeach a “Loan” and collectively the “Loans”) to the Borrower in Dollars in a single drawing on the Closing Date. Each Loan under this Section 2.01 which is a Base Rate Loan shall be made as part for an aggregate principal amount of at least $500,000. Each Loan under this Section 2.01 which is a Borrowing consisting Term SOFR Loan shall be for an aggregate principal amount of at least $2,500,000. The aggregate principal amount of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender which each Bank shall be required to make its Loan on the Closing Date shall not in itself relieve any other Lender exceed the amount of its obligation to lend hereunder (it being understoodsuch Bank’s Commitment; provided, however, that in no Lender event shall the aggregate Loans exceed the aggregate Commitments of all of the Banks as of such date. Each Loan under this Section 2.01 shall be responsible for made from the Banks severally and ratably in proportion to their respective Pro Rata Shares with respect to the Commitments. Within the foregoing limits, the Borrower may prepay under Section 2.08 at any time. Amounts repaid or prepaid in respect of Loans may not be reborrowed. All Loans not paid prior to the Maturity Date, together with all accrued and unpaid interest thereon and all fees and other amounts owing by the Borrower to the Administrative Agent and/or any Bank with respect thereto, shall be due and payable on the Maturity Date. The failure of any other Lender Bank to make any Loan required under this Agreement shall not release any other Bank from its obligation to be made by such other Lender)make Loans as provided herein. Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing The Commitment of each Bank shall be in an aggregate principal amount that is immediately and automatically terminate upon the earlier of (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.013:00 p.m., 2.11 and 2.12New York time, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing Closing Date and (ii) in the case of such Lender, the greater making of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount Loans pursuant to this Section 2.02(d) shall ceaseSection. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swing Line Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii)) and Swing Line Loans, (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) ten Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), Swing Line Loans and Loans made on the Closing Date, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 1:00 p.m. New York City time, with respect to ABR Loans, and upon following receipt of all requested Loan fundsfunds expected to be received, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. The Swing Line Lender shall make each Swing Line Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds not later than 3:00 p.m., New York City time in the manner specified in Section 2.17(b). (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) ), and at least two (2) hours prior to the time (in the case of any ABR Borrowing) ), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and the Administrative Agent may, in its sole discretion, 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Subject to the terms and conditions set forth herein, each Initial Lender severally agrees to make a single term loan (an “Initial Loan”) to the Borrower on the Closing Date in the amount of such Initial Lender’s Commitment. The Commitments are not revolving in nature and shall terminate at the close of business on the Closing Date. (b) Each Loan 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 made as part of automatically converted into a Borrowing consisting of Loans made by loan (individually, an “Extended Loan” and collectively, the applicable Lenders ratably in accordance with their applicable Commitments; provided that “Extended Loans”) to the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for Borrower on the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be Initial Maturity Date in an aggregate principal amount that is equal to the then outstanding principal amount of such Initial Loan or Loans upon satisfaction of the following conditions: (i) an integral multiple of $100,000 no Default shall have occurred and not less than the Minimum Borrowing Amount or be continuing; (ii) equal the Borrower shall have paid, or caused to the remaining available balance of the applicable Commitments 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 (yiv) no order, decree or injunction from any Governmental Authority enjoining the Eurodollar Loans comprising conversion of any Borrowing Initial Loan into an Extended Loan shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than effect. Upon the Minimum Borrowing Amount or (ii) equal to the remaining available balance conversion of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Initial Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar into Extended Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan cancel on its records a principal amount of the Initial Loans held by such Lender corresponding to be made by it hereunder on the proposed date thereof by wire transfer principal amount of immediately available funds the Extended Loans issued to such account as Lender, which corresponding principal amount of the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent Initial Loans shall promptly credit all such requested amounts so received to an account as directed be satisfied by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion conversion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing Initial Loans into Extended Loans in accordance with clause (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease2.01(b). (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii)2.2(f) and Swingline Loans, (x) ABR the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of a Revolving Borrowing, an integral multiple of $100,000 1,000,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments $1,000,000 and (yB) in the Eurodollar Loans comprising any case of a Term Loan Borrowing shall be in or an aggregate principal amount that is (i) Incremental Term Loan Borrowing, an integral multiple of $100,000 1,000,000 and not less than $5,000,000 (except with respect to any Incremental Term Loan Borrowing, to the Minimum Borrowing Amount extent otherwise provided in the related Incremental Term Loan Assumption Agreement) or (ii) in the case of any Borrowing, equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12Section 2.8, each Borrowing shall be comprised entirely of ABR Eurodollar Loans or Eurodollar Loans ABR Loans, as the Borrower may request pursuant to Section 2.032.3. 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 provided, that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than ten (10) Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii2.2(f) or 2.01(a)and Swingline Loans, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate Funding Office not later than 12:00 (noon) ), New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR LoansTime, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested transfer the amounts so received to an the account as directed designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, above and 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, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Credit Maturity Date. (f) If the Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.22(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender's Pro Rata Percentage of such L/C Disbursement (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.22(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as applicabletheir interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.6(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. 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) Each Loan on the Closing Date, Loans in the aggregate amount of $26,000,000; ​ (b) on November 18, 2021, the Dispensary Loans; (c) on one or more Subsequent Funding Dates during the period commencing on the Third Amendment Initial Funding Date and ending on December 30, 2022, Delayed Draw Loans in the aggregate amount of up to $25,000,000 to be made pursuant to the draw schedule attached hereto as Schedule 2.01(c), which Schedule may be modified with the consent of Administrative Agent in its ​ discretion; provided that: (i) on the Third Amendment Initial Funding Date, Borrowers may draw an additional amount equal to the fees and expenses paid or to be paid by Borrowers to Agents, Arranger and the Lenders on or prior to such date; (ii) the aggregate amount to be advanced on one other Subsequent Funding Date pursuant to this Section 2.01(c) may, at the option of Borrowers, be increased to $5,000,000; (iii) the draw amounts on Schedule 2.01(c) shall be reduced by an aggregate amount equal to the sum of each amount in excess of $3,000,000 advanced pursuant to each of clauses (i) and (ii) above, such reduction to be applied in inverse chronological order until such aggregate amount is exhausted; and (iv) the aggregate amount to be advanced on one Subsequent Funding Date (which may be the same as the Subsequent Funding Date referred to in clause (ii) above) pursuant to this Section 2.01(c) may, at the option of Borrowers, be increased by an additional $3,000,000; ​ (d) on January 3, 2023 (or such other date to which Administrative Agent agrees in its discretion), Delayed Draw Loans in the aggregate amount of up to $10,000,000; provided that such amount shall be reduced to $7,000,000 in the event Borrowers elect to increase a prior draw as provided in Section 2.01(c)(iv); (e) on one or more Subsequent Funding Dates on or about the date which [REDACTED] are due (or such other date to which Administrative Agent agrees in its discretion), Delayed Draw Loans in an aggregate amount not to exceed $20,000,000; and (f) (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) Parent issues Warrant Agreements, in form and substance satisfactory to Administrative Agent, on 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 (ii) Borrowers issue Notes in the aggregate amount of the increased Aggregate Commitment. The Credit Parties acknowledge and agree that any Loans disbursed on a Subsequent Funding Date pursuant to this Section 2.01(bf) shall be made as in the sole and absolute discretion of Administrative Agent and Lenders. No Lender shall have any obligation to make any Loan under this Section 2.01(bf). This Section 2.01(bf) shall not constitute a commitment on the part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of Administrative Agent or any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 under and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) 2.01(bf). The Aggregate Commitment shall ceasebe deemed increased as of each Subsequent Funding Date by the aggregate amount of the Loans made on such Subsequent Funding Date. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that . At the failure time of the commencement of each Interest Period for any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understoodEurodollar Revolving Borrowing, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1,000,000 and not less than $5,000,000. At the Minimum time that each ABR Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any is made, such Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1,000,000 and not less than the Minimum $1,000,000; provided that such Borrowing Amount or (ii) may be in an aggregate principal amount that is equal to the remaining available entire unused balance of the applicable CommitmentsTotal Commitment. (b) Subject to Sections 2.01, 2.11 and 2.12, each Each Revolving Borrowing shall be comprised entirely of ABR Eurodollar Revolving Loans or Eurodollar Loans ABR Loans, as the Borrower may request pursuant to Section 2.032.04. Each Lender may at its option make any Eurodollar Revolving Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option (i) in the case of any failure by such branch or Affiliate to make such Loan, shall not relieve such Lender of its obligation to the Borrower hereunder and (ii) shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that the Borrower shall not be entitled to request any dayBorrowing which, but if made, would result in an aggregate of more than 10 separate Revolving Loans of any Lender being outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof (i) in the case of a Eurodollar Revolving Loan, by wire transfer of immediately available funds to such account as the Administrative Agent may designate in New York, New York, not later than 12:00 (noon) , New York City time, with respect on such date and (ii) in the case of an ABR Loan, by wire transfer of immediately available funds to Eurodollar Loansthe Administrative Agent in New York, or 1:30 p.m. New York, not later than 3:00 p.m., New York City time, with respect to ABR Loanson such date, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) general deposit account of the Borrower with the Administrative Agent. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several, and no Lender shall be responsible for any other Lender’s failure to make Loans as required hereby. Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause this paragraph (c) above), and 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, and to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationEffective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (ed) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (ai) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the applicable Revolving Lenders ratably in accordance with their applicable Revolving Commitments and (ii) the Term Loan shall be made as part of a Borrowing made by the Term Loan Lenders ratably in accordance with their applicable Term Loan Commitments; provided that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Revolving Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of LIBOR Rate Loans, an integral multiple of $100,000 250,000 and not less than $1,000,000 and (B) in the Minimum Borrowing Amount case of Base Rate Loans, an integral multiple of $250,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Revolving Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12Section 3.01, each Borrowing shall be comprised entirely of ABR Base Rate Loans or Eurodollar Loans LIBOR Rate Loans, as the Relevant Borrower may request pursuant to Section 2.03. Each Lender Borrowings of more than one Type may be outstanding at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loanthe same time; provided further that any exercise of such option the Borrowers shall not affect the obligation of the Borrower be entitled to repay such Loan request any Borrowing that, if made, would result in accordance with the terms of this Agreement. More more than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven ten (710) Borrowings of such LIBOR Rate Loans in the aggregateoutstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) 3:00 p.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Relevant Borrower in the applicable Notice of Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been metmet or waived, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Relevant Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Relevant Borrower severally agrees 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 such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the a Borrower, as applicable, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, for the greater of first such day, the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this AgreementRate, and for each day thereafter, the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall ceaseBase Rate. (e) Notwithstanding any other provision of this Agreement, the no Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan relevant Maturity Date, as applicable.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Revolving Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR The Loans comprising any Borrowing shall be (i) in the case of LIBOR Loans, in an aggregate principal amount that is (i) an integral multiple of $100,000 1,000,000 and not less than the Minimum Borrowing Amount or $5,000,000 and (ii) equal to in the remaining available balance case of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be ABR Loans, in an aggregate principal amount that is (i) an integral multiple of $100,000 500,000 and not less than $5,000,000 (or, in the Minimum Borrowing Amount or case of clause (i) and clause (ii) above with respect to Loans, if less, an aggregate principal amount equal to the remaining available balance of the applicable Commitmentsavailable Total Revolving Commitment). Loans shall be denominated only in Dollars. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar LIBOR 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 such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Interest Rate Type may be incurred on outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in an aggregate of more than nine separate Loans of any Lender being outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoingcalculation required by the immediately preceding sentence, Borrowings LIBOR Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans and all Loans of a single Interest Rate Type made on a single date shall be considered a single Loan if such Loans have a common Interest Period. (c) Except with respect to Loans deemed made pursuant Subject to Section 2.18(e)(ii) or 2.01(a)2.3, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately making funds available funds to such account as at the Administrative Agent may designate not Funding Office no later than 12:00 1:00 P.M. New York City time (noon) 3:00 P.M. New York City time, with respect to Eurodollar Loans, in the case of an ABR Borrowing) in federal or 1:30 p.m. New York City time, with respect to ABR Loans, and upon other immediately available funds. Upon receipt of all requested Loan fundsthe funds to be made available by the Lenders to fund any Borrowing hereunder, the Administrative Agent shall promptly credit all disburse such requested amounts so received to funds by depositing them into an account as directed by of the Borrower in maintained with the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective LendersAdministrative Agent. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 500,000 and not less than the Minimum Borrowing Amount $2.5 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 500,000 and not less than the Minimum Borrowing Amount $2.5 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the applicable Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that the Borrowers shall not be entitled to request any dayBorrowing that, but if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) , New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the U.S. Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to 11:00 a.m. on the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable 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, each of such Lender and the such Borrower severally agrees 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 such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the either Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the such Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable. (f) On the Fifth Amendment Effectiveness Date, each Increased Revolving Lender and New Revolving Lender shall fund an amount equal to the product of (x) such Increased Revolving Lender’s or New Revolving Lender’s Pro Rata Percentage (after giving effect to the increase in Revolving Commitments to occur on the Fifth Amendment Effectiveness Date) times (y) the aggregate amount of Revolving Loans outstanding immediately prior to giving effect to Fifth Amendment Transactions. On the Fifth Amendment Effectiveness Date, each Revolving Lender (other than any Increased Revolving Lender or New Revolving Lender) shall receive its Pro Rata Percentage (before giving effect to the increase in Revolving Commitments to occur on the Fifth Amendment Effectiveness Date) of the total amount funded by the Increased Revolving Lenders and New Revolving Lenders pursuant to the previous sentence. For the avoidance of doubt, each Increased Revolving Lender or New Revolving Lender shall fund any Borrowings requested by the Borrowers on the Fifth Amendment Effectiveness Date in accordance with the other provisions hereof.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 500,000 and not less than the Minimum Borrowing Amount $2.5 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 500,000 and not less than the Minimum Borrowing Amount $2.5 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the applicable Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that the Borrowers shall not be entitled to request any dayBorrowing that, but if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) , New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the U.S. Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to 11:00 a.m. on the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable 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, each of such Lender and the such Borrower severally agrees 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 such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the either Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the such Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each 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 shall be made as part of a Borrowing consisting 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) the aggregate amount of Loans made by to finance the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan CVS Share Repurchase shall not in itself relieve exceed $5,250,000,000 and there shall not be more than two Borrowing Dates with respect thereto, (ii) the aggregate amount of Loans made to finance the Caremark Special Dividend shall not exceed $500,000,000 and there shall not be more than one Borrowing Date with respect thereto and (iii) any other Lender remaining Commitment that is not borrowed shall automatically expire on the date that is the earlier of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any the third Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments Date and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance last day of the applicable CommitmentsCommitment 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) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing The aggregate outstanding principal balance of all Loans shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence due and payable on the same date, shall be considered separate BorrowingsExpiration Date. (c) Except with respect The Borrower hereby unconditionally promises to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available pay to the Administrative Agent such Lender’s portion for the account of each Lender holding a Loan or Loans the then unpaid principal amount of such BorrowingLoan or Loans on the Expiration Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance together with clause (c) aboveall accrued and unpaid interest, if any, and 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, each of such Lender any and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount all amounts payable pursuant to this Section 2.02(d) shall cease3.5. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan shall be made as part of a Borrowing ----- consisting of Loans of the same Class and Type made by the applicable Lenders ratably in accordance with their respective Commitments of the applicable CommitmentsClass; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. Except for Loans deemed made pursuant to Section 2.18(e)(ii2.02(e), (x) ABR the Standby Loans or Competitive Loans comprising any Revolving Borrowing shall be (i) in the case of Competitive Loans, in an aggregate principal amount that which is an integral multiple of $1,000,000 and not less than $1,000,000, (iii) in the case of ABR Standby Loans, in an aggregate principal amount which is an integral multiple of $100,000 and not less than the Minimum Borrowing Amount $300,000 (or (ii) an aggregate principal amount equal to the remaining available balance of the applicable available Revolving Tranche A Commitments or Revolving Tranche B Commitments, as applicable) and (yiii) in the case of Eurodollar Standby Loans comprising any Borrowing shall be or Eurocurrency Loans, in an aggregate principal amount that which is (i) an integral multiple of the Equivalent Dollar Amount of $100,000 1,000,000 and not less than the Minimum Borrowing Equivalent Dollar Amount of $3,000,000 (or (ii) an aggregate principal amount equal to the remaining available balance of the applicable available Revolving Commitments). Notwithstanding any other provision of this Agreement to the contrary, (a) each Revolving Borrowing denominated in dollars (whether bearing interest at the Adjusted LIBO Rate, the Alternate Base Rate or a Fixed Rate) shall be a Standby Tranche A Loan and shall be deemed to use the Revolving Tranche A Commitments, unless the Revolving Tranche A Commitments have been fully used and are not available at such time for such Borrowing, in which case such Revolving Borrowing denominated in dollars shall be a Standby Tranche B Loan and shall be deemed to use the Revolving Tranche B Commitments, if such Revolving Tranche B Commitments are available, and (b) each Revolving Eurocurrency Borrowing shall be a Standby Tranche B Loan and shall be deemed to use the Revolving Tranche B Commitments, if such Revolving Tranche B Commitments are available. (b) Subject only to Sections 2.01Section 2.10, 2.11 and 2.12, (i) each Term Borrowing shall be comprised entirely of Eurodollar Term Loans or ABR Loans as the Borrower may request pursuant to Section 2.04, (ii) each Standby Borrowing shall be comprised of Eurocurrency Loans, Eurodollar Standby Loans or ABR Loans as the Borrower may request pursuant to Section 2.04 and (iii) each Competitive Borrowing shall be comprised of Eurodollar Competitive Loans or Fixed Rate Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurocurrency Loan or Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, however, that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement and (ii) in exercising such option, the 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 2.13(c) shall apply). More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any dayBorrowing which, but if made, would result in an aggregate of more than fifteen separate Standby Loans of any Lender being outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans. (c) Except Subject to Section 2.05 and except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a2.02(e), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate designate, not later than 12:00 (noon) , New York City time, with respect to Eurodollar Loansor, or 1:30 p.m. in the case of any ABR Loan, 2:00 p.m., New York City time, with respect to ABR Loansor, in the case of funds in an Alternative Currency, 12:00 noon, London time, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly by 3:00 p.m., New York City time, or, in the case of funds in an Alternative Currency, 3:00 p.m., London time, credit all such requested the amounts so received to an account as directed designated by the Borrower in with the applicable Borrowing Request Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless . Competitive Loans shall be made by the Administrative Agent shall have received written notice from a Lender prior or Lenders whose Competitive Bids therefor are accepted pursuant to the date (Section 2.03 in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and 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 amounts so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.accepted

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable respective Revolving Credit Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and 500,000 and, in the case of a Eurodollar Borrowing, not less than the Minimum Borrowing Amount $1,000,000 or (ii) an aggregate principal amount equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Revolving Credit Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans Loans, as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make fulfill its Commitment with respect to any Eurodollar 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 (i) affect the obligation of the Borrower to repay such Loan in accordance with the terms of this AgreementAgreement or (ii) require any reimbursement or other payment to be made to such Lender or its Affiliates pursuant to Section 2.20 in an amount in excess of the amounts that would have been payable thereunder to such Lender had such Lender not exercised such option. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in an aggregate of more than ten separate Eurodollar Loans of any Lender being outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans. (c) Except with respect Subject to Loans deemed made pursuant to Section 2.18(e)(iiparagraph (e) or 2.01(a)below, each Lender shall make a Loan in the amount of its pro rata portion, as determined under Section 2.17, of each Loan to be made by it Borrowing hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate in New York, New York, not later than 12:00 (noon) 2:00 p.m., New York City time, with respect to Eurodollar Loansand the Administrative Agent shall by 3:00 p.m., or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, credit the Administrative Agent shall promptly credit all such requested amounts so received to an the general deposit account as directed by of the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent specified herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) . Unless the Administrative Agent shall have received written notice from a Lender prior to the date of any Borrowing (or, in the case of any Eurodollar an ABR Revolving Borrowing, prior to 2:00 p.m., New York City time on the date of such Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause this paragraph (c) above, and 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, and to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationEffective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall be deemed to constitute such Lender’s 's Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (ed) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto to a Revolving Credit Borrowing, Tranche A Term Borrowing or Tranche B Term Borrowing that would end after the Revolving Credit Maturity Date, the Tranche A Maturity Date or the Term Loan Tranche B Maturity Date, respectively. (e) If the Fronting Bank has not received from the Borrower the payment required by Section 3.04(a) within two hours after the Borrower shall have received notice from the Fronting Bank that payment of a draft presented under any Letter of Credit will be made or, if the Borrower shall have received such notice later than 10:00 a.m., New York City time, on any Business Day, not later than 10:00 a.m., New York City time, on the immediately following Business Day, as applicableprovided in Section 3.04(a), the Fronting Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Participating Lender of such LC Disbursement and its Applicable Percentage thereof. Each Participating Lender will pay to the Administrative Agent not later than 4:00 p.m., New York City time, on such date (or, if the Participating Lenders shall have received such notice later than 2:00 p.m., New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day) an amount equal to such Participating Lender's Applicable Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan of such Participating Lender), and the Administrative Agent will promptly pay such amount to the Fronting Bank. The Administrative Agent will promptly remit to each Participating Lender its Applicable Percentage of any amounts subsequently received by the Administrative Agent from the Borrower in respect of such LC Disbursement. If any Lender shall not have made its Applicable Percentage of such LC Disbursement available to the Fronting Bank as provided above, such Lender agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this subsection to but excluding the date an amount equal to such amount is paid to the Administrative Agent for prompt payment to the Fronting Bank at, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Committed Loan shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders Banks ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender Bank to make its any Committed Loan shall not in itself relieve any other Lender Bank of its obligation to lend hereunder (it being understood, however, that no Lender Bank shall be responsible for the failure of any other Lender Bank to make any Loan required to be made by such other LenderBank). Except for Loans deemed Each Competitive Loan shall be made pursuant to in accordance with the procedures set forth in Section 2.18(e)(ii), (x) ABR 2.3. The Loans comprising any Borrowing shall be in a minimum aggregate principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof, in the case of Competitive Loans, or $10,000,000 and in integral multiples of $1,000,000 in excess thereof, in the case of Committed Loans (or, in either case, an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments). (b) Subject to Sections 2.01, 2.11 and 2.12, each Each Competitive Borrowing shall be comprised entirely of ABR Eurodollar Competitive Loans or Fixed Rate Loans, and each Committed Borrowing shall be comprised en- tirely of Eurodollar Committed Loans or ABR Loans, as the Borrower Company may request pursuant to Section 2.032.3 or 2.4, as applicable. Each Lender Bank may at its option make fulfill its Commitment with respect to any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender Bank to make such Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower Company to repay such Loan in accordance with the terms of this Agreement. More than one Borrowing may Agreement and the applicable Note and (ii) the Company shall not be incurred on any dayliable for increased costs 23 under Section 2.12, but at no time shall there 2.13 or 2.17 to the extent that (A) such costs could be outstanding more thanavoided by the use of a different branch or Affiliate to make Eurodollar Loans and (B) such use would not, in the case judgment of Loans maintained as Eurodollar Loanssuch Bank, seven (7) entail any expense for which such Bank shall not be indemnified hereunder or otherwise be disadvantageous to it. Borrowings of such more than one Type may be outstanding at the same time; provided, however, that the Company shall not be entitled to request any Borrowing which, if made, would result in an aggregate of more than five separate Eurodollar Committed Loans in the aggregateof any Bank being outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans. (c) Except with respect to Loans deemed made pursuant Subject to Section 2.18(e)(ii) or 2.01(a)2.5, each Lender Bank shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate in Charlotte, North Carolina, not later than 12:00 (noon) New York City 2:00 p.m., North Carolina time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly by 3:00 p.m., North Carolina time, credit all such requested the amounts so received to an the general deposit account as directed by of the Borrower in Company with the applicable Borrowing Request Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless Banks. Competitive Loans shall be made by the Administrative Agent shall have received written notice from a Lender prior Bank or Banks whose Competitive Bids therefor are accepted pursuant to the date (Section 2.3 in the case of any Eurodollar Borrowing) amounts so accepted and at least two (2) hours prior to Committed Loans shall be made by the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing Banks pro rata in accordance with clause (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease2. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided PROVIDED, HOWEVER, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR The Loans comprising any Borrowing shall be in an aggregate principal amount that which is (i) an integral multiple of $100,000 1,000,000 (or, in the case of Swingline Loans, $500,000) and not less than $5,000,000 (or, in the Minimum Borrowing Amount or case of Swingline Loans, $500,000), (ii) equal to the remaining available balance of the applicable Commitments and or (yiii) in the Eurodollar Loans comprising case of any Tranche A Reimbursement Borrowing shall be in made pursuant to Section 2.11(b)(ii), an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than $2,000,000; PROVIDED that Revolving Loans used to pay Refunded Swingline Loans may be in the Minimum Borrowing Amount or (ii) equal to the remaining available balance amount of the applicable Commitmentssuch Refunded Swingline Loans. (b) Subject to Sections 2.01, 2.11 2.08 and 2.122.14, each Borrowing shall be comprised entirely of ABR Loans or (except in the case of Swingline Loans) Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 PROVIDED that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this AgreementAgreement and such Lender shall not be entitled to any amounts payable under Section 2.13 or Section 2.19 in respect of increased costs arising as a result of such exercise. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; PROVIDED, HOWEVER, that the Borrower shall not be entitled to request any dayBorrowing which, but if made, would result in more than twenty Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect Subject to Loans deemed made pursuant to Section 2.18(e)(iiparagraph (f) or 2.01(a)below, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate in federal funds not later than 12:00 (noon) 11:00 a.m., New York City time, with respect to Eurodollar Loansand the Administrative Agent shall by 12:00 (noon), or 1:30 p.m. New York City time, with respect (a) in the case of any Loan made to ABR Loansreimburse any L/C Disbursement or to refund any Swingline Loan, apply the amounts so received to effect such reimbursement or refund as contemplated by Section 2.20 or Section 2.01(c) and upon receipt (b) in the case of all requested each Loan fundsthe proceeds of which are to be received by the Borrower, credit the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request orRequest; PROVIDED, HOWEVER, that if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, the Administrative Agent shall return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, above and 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, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, request any Tranche A Reimbursement Borrowing or to elect to convert or continue, any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Tranche A Maturity Date or the Term Loan Revolving Credit Maturity Date, as applicable. (f) The Borrower may refinance all or any part of a Revolving Credit Borrowing with another Revolving Credit Borrowing. Any Revolving Credit Borrowing or part thereof so refinanced shall be deemed to be repaid or prepaid in accordance with the applicable provisions of this Agreement with the proceeds of the new Revolving Credit Borrowing and the proceeds of such new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the Borrower pursuant to paragraph (c) above.

Loans. Make any loans or other advances of money to any Person, except: (a) Each Loan shall be made as part advances to an officer or employee for salary, travel expenses, commissions and similar items in the Ordinary Course of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable CommitmentsBusiness; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments.76 (b) Subject to Sections 2.01, 2.11 prepaid expenses and 2.12, each Borrowing shall be comprised entirely extensions of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, trade credit made in the case Ordinary Course of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.Business; (c) Except deposits with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.financial institutions permitted hereunder; (d) Unless the Administrative Agent shall have received written notice from a Lender prior intercompany loans by Holdings to the date Borrower or Borrower to Holdings; provided that (in the case i) no Default or Event of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent Default exists at the time of, or after giving effect to the making of, any such loan, (ii) such loans are evidenced by one or more promissory notes, in a form reasonably satisfactory to Agent, duly executed and delivered to Agent, which notes shall be pledged to Agent (for the benefit of Agent and Lenders) to secure the repayment of the Obligations, and (iii) such Borrowing intercompany loan shall not be forgiven or otherwise discharged for any consideration other than the payment in accordance with clause full in cash; (ce) aboveintercompany loans by any Subsidiary to Holdings or Borrower; provided that such loans are evidenced by one or more promissory notes, in a form reasonably satisfactory to Agent, duly executed and delivered to Agent, which notes in which the payor is a Subsidiary that is an Obligor shall be pledged to Agent (for the benefit of Agent and Lenders) to secure the repayment of the Obligations; (f) intercompany loans that are outstanding pursuant to the MFLEX UK Intercompany Note; (g) intercompany loans that are outstanding pursuant to the MFLEX Suzhou Intercompany Note and 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 MFLEX Korea Intercompany Note; provided that such Lender intercompany loans shall not have made such portion available be forgiven or otherwise discharged for any consideration other than the payment in full in cash; (h) intercompany loans by MFLEX B.V. to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at any other Subsidiary; (i) intercompany loans by Borrower to (i) MFLEX Suzhou and MFLEX Korea (in the case of the Borrowereach case, the interest rate applicable at the time to the Loans comprising such Borrowing other than those referenced in clause (g) above), and (ii) to any Subsidiary (A) that is an Obligor or, (B) for which (after Borrower’s delivery to Agent of an opinion of counsel as described in Section 10.1.9), the Equity Interests in such Subsidiary have been pledged to the Agent for the benefit of the Secured Parties (subject to Section 7.1.2, and in a manner reasonably satisfactory to the Agent) to secure the prompt payment and performance of the Obligations; provided that all proceeds of such intercompany loans that are not applied to fund Capital Expenditures or the payment of overhead expenses in the case Ordinary Course of Business shall not exceed in the aggregate, at any time, $5,000,000; and 77 (j) intercompany loans by Borrower to any Subsidiary for the payment of trade payables to third parties incurred by such Subsidiary in the Ordinary Course of Business. Without limiting the foregoing, nothing in this Section 10.2.6 or otherwise contained in this Agreement shall limit, subject to Section 10.2.16, (a) the incurrence by Holdings, Borrower or any Subsidiary of trade payables that arise in the Ordinary Course of Business; (b) the allocation of overhead expenses in the Ordinary Course of Business among each of Holdings, Borrower and Subsidiaries; provided that Obligors may only reimburse Subsidiaries that are not Obligors for expenses that are incurred by such non-Obligors on behalf of such Lender, Obligors in an aggregate amount not to exceed $4,000,000 in any calendar year; or (c) the greater making of the Federal Funds Rate and a rate determined royalty payments by the Administrative Agent Borrower to MFLEX B.V. and/or MFLEX Cayman in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part respect of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall ceaseIntellectual Property. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than a Swingline Loan, as to which this Section 2.02 shall not apply) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR The Loans comprising any Borrowing shall be in an aggregate principal amount that which is (i) an integral multiple of $100,000 5,000,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount 10,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, . The Loans comprising each Alternative Currency Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, made in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed by the Borrower Alternative Currency specified in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received in an amount equal to the respective Lenders. (d) Unless Alternative Currency Equivalent of the Administrative Agent shall have received written notice from a Lender prior to the date (Dollar amount specified in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) aboveRequest, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate as determined by the Administrative Agent as of the Denomination Date for such Borrowing (which determination shall be conclusive absent manifest error); provided, however, that (A) for purposes of clause (i) above, each Alternative Currency Borrowing shall be deemed to be in accordance with banking industry rules on interbank compensation. If such Lender shall repay an aggregate principal amount equal to the Administrative Agent Dollar amount specified in the applicable Borrowing Request for such corresponding amountBorrowing and (B) if the Dollar Equivalent of an outstanding Multi-Currency Revolving Credit Borrowing denominated in an Alternative Currency, determined based upon the applicable Spot Exchange Rate as of the date that is three Business Days before the end of the Interest Period with respect to such Borrowing, does not exceed by more than 5% the Assigned Dollar Value of such Borrowing, and if the entire amount shall constitute such Lender’s Loan as part of such Borrowing for is to be refinanced with a new Multi-Currency Revolving Credit Borrowing of equivalent amount in the purposes of this Agreementsame currency and by the same Borrower, and then such Multi-Currency Revolving Credit Borrowing may be refinanced without regard to compliance with clause (i) above and, if so refinanced, shall continue to have the Borrower’s obligation same Assigned Dollar Value as in effect prior to repay the such refinancing. The Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, determine the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1.0 million and not less than the Minimum Borrowing Amount $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is is (i) an integral multiple of $100,000 1.0 million and not less than the Minimum Borrowing Amount $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 11:00 a.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Competitive Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitmentsrespective Pro Rata Percentages; provided PROVIDED, HOWEVER, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03 hereof, and shall reduce the Short Term Commitment or the Long Term Commitment as designated by the Borrower in accordance with the terms of Section 2.03 below, provided that, if the Borrower fails to designate, then such Competitive Loan shall reduce (i) first, the Short Term Commitment, and if the Short Term Commitment is zero, then the Long Term Commitment, by the amount of each such outstanding Competitive Loan. If the Total Commitment has been reduced to zero, Competitive Loans shall not be available hereunder. Except for Loans deemed made pursuant to Section 2.18(e)(ii)2.02(f) hereof, (x) ABR the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) (x) with respect to any Competitive Borrowing, an integral multiple of $100,000 1,000,000 and not less than the Minimum Borrowing Amount $3,000,000 and (y) with respect to any other Borrowing, an integral multiple of $1,000,000 and not less than $3,000,000 or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Total Commitments. (b) Subject to Sections 2.01, 2.11 2.09 and 2.122.14 hereof, each Competitive Borrowing shall be comprised entirely of Eurodollar Competitive Loans or Fixed Rate Loans, and each other Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.032.03 or 2.04 hereof, as applicable; PROVIDED, HOWEVER, that Borrowings on the Closing Date shall be comprised entirely of ABR Loans. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; PROVIDED, HOWEVER, that the Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than twelve Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in Dallas, Texas as the Administrative Agent may designate not later than 12:00 (noon) New York City , Dallas, Texas time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly by 3:00 p.m., Dallas, Texas time, credit all such requested the amounts so received to an account as directed in the name of the Borrower, maintained with the Administrative Agent and designated by the Borrower in the applicable Borrowing Request or Competitive Bid Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, above and 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, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, The Borrower acknowledges that if the Borrower shall not be entitled to request, or to elect to convert or continue, requests any Borrowing if the with an Interest Period requested with respect thereto that would end after the Short Term Revolving Loan Maturity Date or the Long Term Revolving Loan Maturity Date, as applicable, a Breakage Event (as defined in Section 2.15 hereof) will occur on the Short Term Revolving Loan Maturity Date or the Long Term Revolving Loan Maturity Date, as applicable, and the Borrower will be obligated to indemnify the Lenders in accordance with the terms of Section 2.15 hereof. (f) If the Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.21(e) hereof within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., Dallas, Texas time, on such date (or, if such Lender shall have received such notice later than 12:00 (noon), Dallas, Texas time, on any day, not later than 10:00 a.m., Dallas, Texas time, on the immediately following Business Day), an amount equal to such Lender's Pro Rata Percentage of such L/C Disbursement (it being understood that such amount shall be deemed to constitute an ABR Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.21(e) hereof prior to the time that any Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to ABR Loans pursuant to Section 2.07 hereof, and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii2.17(d)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 or such other amount as the Borrower and the Administrative Agent shall reasonably agree, and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and Commitments, (y) the Eurodollar Term SOFR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 or such other amount as the Borrower and the Administrative Agent shall reasonably agree, and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments, and (z) Alternative Currency Loans comprising any Revolving Borrowing shall be in an aggregate principal amount equal to (i) the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof or (ii) the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 ‎2.11 and 2.12‎2.12, each Borrowing shall be comprised entirely of ABR Loans Loans, Term SOFR Loans, Alternative Currency Term Rate Loans, or Eurodollar Alternative Currency Daily Rate Loans as the Borrower may request pursuant to Section ‎Section 2.03. Each Lender may may, at its option option, make any Eurodollar Term SOFR Loan, Alternative Currency Term Rate Loan, or Alternative Currency Daily Rate 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 such Loan in accordance with the terms of this Agreement. More than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) than twelve Borrowings of such Loans in the aggregateaggregate (plus such greater number as may be reasonably acceptable to the Administrative Agent). For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii2.17(d)(ii) or 2.01(a)and Loans made on the Closing Date, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 1:00 p.m. New York City time, with respect to ABR Loansin the case of any Loan denominated in Dollars, and upon not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, and following receipt of all requested Loan fundsfunds expected to be received, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date (in the case of any Eurodollar Term SOFR Borrowing or Alternative Currency Borrowing) ), and at least two (2) hours prior to the time (in the case of any ABR Borrowing) ), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s portion of such Borrowing, the Administrative Agent may assume that such Lender ▇▇▇▇▇▇ has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and the Administrative Agent may, in its sole discretion, 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing Borrowing, or in the case of Alternative Currencies, in accordance with such market practice and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If Notwithstanding the foregoing, any such payment by a Borrower shall not relieve such Lender of its obligations to make such payment, and if such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section ‎Section 2.02(d) shall ceasecease (and, if a Borrower shall previously have made such payment, the Administrative Agent shall return such amount to such Borrower). (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Revolving Loan shall be made as part of a Revolving Borrowing consisting of Revolving Loans made by the applicable Lenders ratably in accordance with their applicable respective Revolving Commitments; provided that the failure of any Lender to make its a Revolving Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Revolving Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Revolving Borrowing shall be in an aggregate principal amount that is (iA) an integral multiple of $100,000 1.0 million and not less than the Minimum Borrowing Amount $1.0 million or (iiB) equal to the remaining available balance of the applicable Commitments aggregate Revolving Commitments, and (y) the Eurodollar Loans comprising any Revolving Borrowing shall be in an aggregate principal amount that is (iA) an integral multiple of $100,000 1.0 million and not less than the Minimum Borrowing Amount $5.0 million or (iiB) equal to the remaining available balance of the applicable aggregate Revolving Commitments. (b) Subject to Sections 2.01, 2.11 2.10 and 2.122.11, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option (i) shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement, or (ii) create any enhanced rights in Administrative Agent or any Lender under this Agreement, including under Sections 2.11, 2.12, 2.14 and 10.03, that are additional to or more favorable than the rights thereof had such option not been exercised. More Revolving Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayRevolving Borrowing that, but if made, would result in more than eight Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Revolving Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 1:00 pm, New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request delivered to or maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified in Article V shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) ), and at least two (2) 2 hours prior to the time (in the case of any ABR Borrowing) ), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such its ratable portion available to the Administrative Agent at the time of such Borrowing in accordance with clause paragraph (c) above, and 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 its ratable portion of such portion Borrowing available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. If Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount $1.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount $3.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than twelve Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 11:00 a.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Tranche B-1 Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii2.18(e)(i) and (ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount 1.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) (A) the Eurodollar Eurocurrency Loans comprising any Borrowing denominated in dollars shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount 1.0 million or (ii) equal to the remaining available balance of the applicable Commitments; (B) the Eurocurrency Loans comprising any Borrowing denominated in euro shall be in an aggregate principal amount that is (i) an integral multiple of €1.0 million or (ii) equal to the remaining available balance of the applicable Commitments or, if less, the available balance of Revolving Loans in an Alternate Currency pursuant to clause (ii) of Section 2.01(b); (C) the Eurocurrency Loans comprising any Borrowing denominated in pounds shall be in an aggregate principal amount that is (i) an integral multiple of £1.0 million or (ii) equal to the remaining available balance of the applicable Commitments or, if less, the available balance of Revolving Loans in an Alternate Currency pursuant to clause (ii) of Section 2.01(b); (D) the Eurocurrency Loans comprising any Borrowing denominated in Australian dollars shall be in an aggregate principal amount that is (i) an integral multiple of A$1.0 million or (ii) equal to the remaining available balance of the applicable Commitments or, if less, the available balance of Revolving Loans in an Alternate Currency pursuant to clause (ii) of Section 2.01(b); and (E) the Eurocurrency Loans comprising any Borrowing denominated in any other Alternate Currency shall be in an aggregate principal amount that is (i) an integral multiple of the number of units of such Alternate Currency as is agreed by Borrower and the Administrative Agent at the time consent is granted that such Alternate Currency shall be an Alternate Currency or (ii) equal to the remaining available balance of the applicable Commitments or, if less, the available balance of Revolving Loans in an Alternate Currency pursuant to clause (ii) of Section 2.01(b). (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing (other than of Swingline Loans) shall be comprised entirely of ABR Loans or Eurodollar Eurocurrency Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar 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 such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than ten Eurocurrency Borrowings being outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate designate, not later than 12:00 (noon) ), New York City time (or, in the case of a Revolving Loan in an Alternate Currency, to such account in London as the Administrative Agent may designate, not later than 12:00 (noon), London time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans), and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request acceptable to the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Eurocurrency Borrowing) and ), or at least two (2) 2 hours prior to the time (in the case of any ABR Borrowing) ), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause paragraph (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation and, in the case of a Borrowing in dollars, if greater, the Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date Date, Term Loan Maturity Date, or the Incremental Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the . The failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, understood that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii)2.02(f) and Mandatory Borrowings, (x) ABR the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) (x) in the case of Eurodollar Loans, an integral multiple of $100,000 1,000,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments $2,000,000, and (y) in the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) case of ABR Loans, an integral multiple of $100,000 500,000 and not less than $1,000,000 (except, with respect to any Incremental Term Borrowing, to the Minimum Borrowing Amount extent otherwise provided in Section 2.24(a) or the related Incremental Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.012.02(f), 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any dayBorrowing that, but at no time shall there be outstanding if made, would result in more than, than ten Eurodollar Borrowings in the case aggregate outstanding hereunder at any time (or such greater number of Loans maintained Eurodollar Borrowings as Eurodollar Loans, seven (7) Borrowings of such Loans may be acceptable to the Administrative Agent in the aggregateits sole discretion). For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a2.02(f), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 1:00 p.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, above and 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, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Credit Maturity Date. (f) If the Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.23(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b) and (c) have been satisfied, such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and, to the extent of such payment, the obligations of the Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Revolving Credit Borrowing and (ii) if such conditions precedent to borrowing have not been satisfied, then any such amount paid by any Revolving Credit Lender shall not constitute a Loan (except for purposes of Section 6.11) and shall not relieve the Borrower from its obligation to reimburse such L/C Disbursement), and the Administrative Agent will promptly pay to such Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to such Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f), and any such amounts received by the Administrative Agent from the Borrower thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to such Issuing Bank, as applicabletheir interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of such Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a a(a) Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar EurodollarSOFR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. (b) . Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be be(b) comprised entirely of ABR Loans or Eurodollar EurodollarSOFR Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar EurodollarSOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided 70 US-DOCS\121951479.16133960081.2 that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar EurodollarSOFR Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) . Except with respect to for Loans deemed made pursuant to Section 2.18(e)(ii2.01(a) or 2.01(aSection(c) 2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar EurodollarSOFR Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit wire all such requested amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) . Unless the Administrative Agent shall have received written notice from a a(d) Lender prior to the date (in the case of any Eurodollar EurodollarSOFR Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) . Notwithstanding any other provision of this Agreement, the Borrower Borrower(e) shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.. Borrowing Procedure. To request a Revolving Borrowing or TermSection 2.03 Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the 71 US-DOCS\121951479.16133960081.2

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans in Dollars or in one or more Alternative Currencies made by the applicable Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii2.02(f), (x) ABR the Loans comprising any Borrowing shall be made in an aggregate principal amount that is equal to (ix) an integral in the case of ABR Loans, $1,000,000 or a whole multiple of $100,000 and not less than the Minimum Borrowing Amount or 500,000 in excess thereof (ii) or, equal to the remaining available balance of the applicable Commitments Commitments) and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral in the case of Eurodollar Loans in Dollars, $1,000,000 or a whole multiple of $100,000 and not less than the Minimum Borrowing Amount 500,000 in excess thereof (or (ii) equal to the remaining available balance of the applicable Commitments), (ii) in the case of Eurodollar Loans in Euro, €1,000,000 or a whole multiple of €500,000 in excess thereof (or equal to the remaining available balance of the Commitments) or (iii) in the case of Eurodollar Loans in Sterling, £1,000,000 or a whole multiple of £500,000 in excess thereof (or equal to the remaining available balance of Commitments). (b) Subject to Sections 2.01Section 2.02(f), 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.032.03 and any ABR Loan may only be denominated in Dollars. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on any day, but outstanding at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same datetime; provided, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a)however, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing that, if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at any time (or such greater number of Eurodollar Borrowings permitted by the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.Administrative

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the . The failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, understood that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii2.02(f), (x) ABR Mandatory Borrowings and except as otherwise provided in Section 2.24, the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Term SOFR Loans, an integral multiple of $100,000 and not less than $500,000, and (B) in the Minimum Borrowing Amount case of Base Rate Loans, an integral multiple of $100,000 and not less than $500,000 or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.012.02(f), 2.11 and 2.122.15, each Borrowing shall be comprised entirely of ABR Base Rate Loans or Eurodollar Term SOFR Loans as the Borrower Borrowers may request pursuant to Section 2.03. Each Lender may may, at its option option, make any Eurodollar Term SOFR 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 Borrowers to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that Borrowers shall not be entitled to request any dayBorrowing that, but at no time shall there be outstanding if made, would result in more than, than ten Term SOFR Borrowings in the case aggregate outstanding hereunder at any time (or such greater number of Loans maintained Term SOFR Borrowings as Eurodollar Loans, seven (7) Borrowings of such Loans may be acceptable to Agent in the aggregateits sole discretion). For purposes of the foregoing, (i) Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.Borrowings and (ii) all Term SOFR Loans having the same length and beginning date of their Interest Periods shall be aggregated together and considered one Borrowing for this purpose. 63 (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a2.02(f), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 1:00 p.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed designated by the Borrower Administrative Loan Party in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to Agent on the Administrative Agent at the time date of such Borrowing in accordance with clause paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower Borrowers severally agrees 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 Borrowers to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the BorrowerBorrowers, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower Borrowers shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Credit Maturity Date. (f) If the Issuing Bank shall not have received from Borrowers the payment required to be made by Section 2.23(e) within the time specified in such Section, such Issuing Bank will promptly notify Agent of the L/C Disbursement and Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 p.m., New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b), and 4.01(c) have been satisfied, such amount shall be deemed to constitute a Base Rate Revolving Loan of such Lender and, to the extent of such payment, the obligations of Borrowers in respect of such L/C Disbursement shall be discharged and replaced with the resulting a Base Rate Revolving Credit Borrowing and (ii) if such conditions precedent to borrowing have not been satisfied, then any such amount paid by any Revolving Credit Lender shall not constitute a Loan (except for purposes of Section 6.11) and shall not relieve Borrowers from their obligation to reimburse such 64 L/C Disbursement), and Agent will promptly pay to such Issuing Bank amounts so received by it from the Revolving Credit Lenders. Agent will promptly pay to such Issuing Bank any amounts received by it from Borrowers pursuant to Section 2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f), and any such amounts received by Agent from Borrowers thereafter will be promptly remitted by Agent to the Revolving Credit Lenders that shall have made such payments and to such Issuing Bank, as applicabletheir interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to Agent as provided above, such Lender and Borrowers severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to Agent for the account of such Issuing Bank at (i) in the case of Borrowers, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.

Loans. (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders under the applicable Tranche ratably in accordance with their applicable Commitments; provided that the respective Commitments for Loans in respect of such Tranche. The failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender). Except for ’s failure to make Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitmentsas required. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing Loan (other than a Swingline Loan) shall be comprised consist entirely of ABR Dollar Loans or Eurodollar Alternate Currency Loans as the applicable Borrower may request pursuant to Section 2.03in accordance herewith. Each Lender may at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option options shall not affect the obligation of the Borrower applicable Borrowers to repay such Loan in accordance with the terms of this Agreement. More than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to in the case of Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a2.19(e), each Lender borrowing, conversion or continuation of Loans hereunder shall make each Loan to be made by it hereunder on in an aggregate amount that is an integral multiple of US$5,000,000 and not less than US$10,000,000 (or, in the proposed date thereof by wire transfer case of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan fundsan Alternate Currency Loan, the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed by Euro Equivalent thereof). Loans of more than one applicable Loan Currency, Type and/or applicable Interest Periods may be outstanding at the Borrower in the applicable Borrowing Request or, if a Borrowing same time; provided that there shall not occur on such date because at any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenderstime be more than a total of fifteen Loans outstanding. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the no Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing Loan if the Interest Period requested with respect thereto would end after the Revolving Tranche A Maturity Date or the Term Loan Tranche B Maturity Date, Date (as applicable).

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1.0 million and not less than the Minimum Borrowing Amount $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1.0 million and not less than the Minimum Borrowing Amount $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than five Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 3:00 p.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount $500,000 or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 500,000 and not less than the Minimum Borrowing Amount $1.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than six Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 11:00 a.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause paragraph (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date Date, Term Loan Maturity Date, or the Incremental Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 500,000 and not less than the Minimum Borrowing Amount $2.5 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 500,000 and not less than the Minimum Borrowing Amount $2.5 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the applicable Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that the Borrowers shall not be entitled to request any dayBorrowing that, but if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) , New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the U.S. Borrower in the applicable U.S. Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to 11:00 a.m. on the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable 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, each of such Lender and the such Borrower severally agrees 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 such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the either Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for the purposes of this Agreement, and the such Borrower’s 's obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). For the avoidance of doubt, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made or incurred, as applicable, by all Revolving Credit Lenders in accordance with their Pro Rata Percentages until the Revolving Credit Maturity Date for the relevant Class of Revolving Credit Commitments (or, if earlier, the date of the termination of the relevant Class of Revolving Credit Commitments in accordance with the terms hereof); thereafter, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made by the remaining Revolving Credit Lenders in accordance with their Pro Rata Percentages (after giving effect to the termination of Revolving Credit Commitments of such Class on the applicable Revolving Credit Maturity Date or otherwise in accordance with the terms of this Agreement). Except for Loans deemed made pursuant to Section 2.18(e)(ii)2.02(g) and subject to Section 2.23, (x) ABR the Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than (i) an integral multiple of $100,000 and not less than the Minimum Applicable Borrowing Amount for such Loans or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.012.02(g), 2.11 2.08 and 2.122.16, each Borrowing shall (i) be comprised entirely of (x) in the case of US Dollar-Denominated Loans, ABR Loans or Eurodollar SOFR Loans, (y) in the case of Canadian Dollar-Denominated Loans, Canadian Prime Rate Loans or CDOR Rate Loans or (z) in the case of Alternate Currency-Denominated Loans, EURIBOR Loans or S▇▇▇▇ Loans, in each case as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar SOFR Loan, Eurocurrency Rate Loan, S▇▇▇▇ Loan or CDOR Rate 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 such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on any day, but outstanding at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same datetime; provided, however, that the Borrower shall not be considered separate Borrowingsentitled to request any Borrowing that, if made, would result in more than (x) ten SOFR Borrowings (or such greater number as the Administrative Agent may agree in its sole discretion) outstanding hereunder at any time, (y) ten Eurocurrency Rate Borrowings (or such greater number as the Administrative Agent may agree in its sole discretion) outstanding hereunder at any time and (z) five CDOR Rate Borrowings (or such greater number as the Administrative Agent may agree in its reasonable sole discretion) outstanding hereunder at any time. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii2.02(g) or 2.01(a)and, if applicable, Section 2.27, and subject to Sections 2.03 and 2.23, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the Applicable Currency to such account as the applicable Payment Office of the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans3:00 p.m., and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such LenderL▇▇▇▇▇’s portion of such Borrowing, the Administrative Agent may assume that such Lender L▇▇▇▇▇ has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, above and 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, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing at the time and (ii) in the case of such Lender, (x) for the greater of first such day, the Federal Funds Overnight Rate and a (y) for each day thereafter, (A) in the case of US Dollar-Denominated Loans, the Alternate Base Rate plus the Applicable Percentage for ABR Revolving Loans comprising such Borrowing, (B) in the case of Canadian Dollar-Denominated Loans, the Canadian Prime Rate plus the Applicable Percentage for Canadian Prime Rate Revolving Loans comprising such Borrowing and (C) in the case of any other Alternate Currency-Denominated Loans, the rate determined by per annum equal to the Administrative Agent in accordance with banking industry rules on interbank compensationinterest rate applicable to the Alternate Currency-Denominated Loans comprising such Borrowing made to the Borrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, Agreement and (x) the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall ceasecease and (y) if the Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to requestrequest any SOFR Borrowing, Eurocurrency Rate Borrowing or to elect to convert or continue, any CDOR Rate Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date applicable to the Loans comprising such SOFR Borrowing, Eurocurrency Rate Borrowing or the Term Loan Maturity DateCDOR Rate Borrowing, as applicable. (f) [Reserved]. (g) If the relevant Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.25(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds in the Applicable Currency to the Administrative Agent not later than 3:00 p.m. on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon) on any day, not later than 10:00 a.m. on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement as determined above (it being understood that such amount shall be deemed to constitute a Revolving Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to the relevant Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the relevant Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.25(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (g); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the relevant Issuing Bank at (i) in the case of the Borrower, (A) if such L/C Disbursement is payable in US Dollars, a rate per annum equal to the interest rate applicable to the Revolving Loans of the relevant Class pursuant to Section 2.06(a), (B) if such L/C Disbursement is payable in Canadian Dollars, a rate per annum equal to the interest rate applicable to the Revolving Loans of the relevant Class pursuant to Section 2.06(b), and (C) if such L/C Disbursement is payable in any other Alternate Currency, a rate per annum equal to the Overnight Rate and (ii) in the case of such Lender, (A) if such L/C Disbursement is payable in US Dollars, for the first such day, the Overnight Rate and for each day thereafter, the interest rate applicable to ABR Revolving Loans of the relevant Class, and (B) if such L/C Disbursement is payable in any Alternate Currency, for the first such day, a rate per annum equal to the Overnight Rate and, for each day thereafter, the interest rate applicable to Revolving Loans denominated in the respective Alternate Currency of the relevant Class under the applicable clause of Section 2.06 (using, in the case of Canadian Dollar-Denominated Loans, the interest rate applicable to a Canadian Prime Rate Borrowing).

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 250,000 and not less than the Minimum Borrowing Amount $500,000 or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar LIBOR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 250,000 and not less than the Minimum Borrowing Amount $500,000 or (ii) equal to the remaining available balance of the applicable Commitments; provided that any Delayed Draw Tranche B Loan shall be in an aggregate principal amount that is not less than $5.0 million. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar LIBOR Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar LIBOR 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 such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than eight LIBOR Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 1:00 p.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Class A Revolving Maturity Date, Class B Revolving Maturity Date, Tranche B Maturity Date or the Term Loan Incremental Tranche B Maturity Date, as applicable.

Loans. Subject to the terms and conditions hereof, each Lender agrees to make loans to Borrowers (herein called such Lender’s “Loans”) upon Borrowers’ request from time to time during the Commitment Period, provided that (a) Each Loan shall be made as part subject to Sections 3.3, 3.4 and 3.6, all Lenders are requested to make Loans of a Borrowing consisting of Loans made by the applicable Lenders ratably same Type in accordance with their applicable Commitments; provided that respective Percentage Shares and as part of the failure same Borrowing, and (b) after giving effect to such Loans, the Facility Usage does not exceed the Borrowing Base then in effect. The aggregate amount of all Loans in any Borrowing must be greater than or equal to $100,000 or must equal the remaining availability under the Borrowing Base. The joint and several obligation of Borrowers to repay to each Lender to make its Loan shall not in itself relieve any other Lender (i) the aggregate amount of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be all Loans made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and 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, each of such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereonaccruing in connection therewith, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in any the case amount of all Matured LC Obligations owed to such Lender, the greater of the Federal Funds Rate and shall be evidenced by a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute single promissory note (herein called such Lender’s Loan as part “Note”) made by Borrowers payable to the order of such Lender in the form of Exhibit A with appropriate insertions. It is expressly understood that Lenders’ commitment to make Loans is determined only by reference to the Borrowing for the purposes of this AgreementBase from time to time in effect, and the Borroweraggregate face amount of the Notes and the amount specified in the Security Documents are specified at a greater amount only for the convenience of the parties to avoid the necessity of preparing and recording supplements to the Security Documents. The amount of principal owing on any Lender’s obligation to repay Note at any given time shall be the Administrative Agent aggregate amount of all Loans theretofore made by such corresponding amount pursuant to this Section 2.02(d) Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall cease. (e) Notwithstanding any other provision of this Agreementaccrue and be due and payable as provided herein and therein. Each Note shall be due and payable as provided herein, and shall be due and payable in full on the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date. Subject to the terms and conditions hereof, as applicableBorrowers may borrow, repay, and reborrow hereunder.

Loans. Make advances, loans or extensions of credit to any Person, including without limitation, any Parent, Subsidiary or Affiliate except (a) Each Loan with respect to the extension of commercial trade credit in connection with the sale of Inventory in the ordinary course of its business, (b) loans to employees on an arm’s-length basis in the ordinary course of business consistent with past practices for travel expenses, relocation costs and similar purposes up to a maximum of $100,000 to any employee and up to a maximum of $250,000 in the aggregate at any one time outstanding, (c) advances, loans or extensions of credit by Borrowers to their domestic Subsidiaries which are also Borrowers hereunder, (d) advances, loans or extensions of credit by Borrowers to Bucyrus Canada (“Canadian Intercompany Advances”) in amounts from time to time not to exceed an aggregate of $20,000,000 at any time outstanding, (e) advances, loans or extensions of credit by Borrowers to other Foreign Subsidiaries of Borrowers, not to exceed $5,000,000 in the aggregate made after the Closing Date (“Foreign Subsidiary Advances”) and (f) loans by any Subsidiary either to the Parent of that Subsidiary or to Bucyrus. The obligation of Bucyrus Canada to repay Canadian Intercompany Advances shall be made as part evidenced by a note (“Canadian Note”) and the obligations of a Borrowing consisting of Loans made the other Foreign Subsidiaries to repay Foreign Subsidiary Advances shall also be evidenced by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder notes (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii“Foreign Intercompany Notes”), (x) ABR Loans comprising any Borrowing all of which shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 form and not less than the Minimum Borrowing Amount or (ii) equal substance satisfactory to the remaining available balance Agent. Each of the applicable Commitments Canadian Note and (y) the Eurodollar Loans comprising any Borrowing Foreign Intercompany Notes shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than pledged to Agent for the Minimum Borrowing Amount or (ii) equal to the remaining available balance benefit of the applicable Commitments. Lender as Collateral for the Obligations pursuant to terms acceptable to Agent and all payments on the Canadian Note and the Foreign Intercompany Notes (bother than payments in the ordinary course of business as contemplated in Section 7.19) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation applied to repay the Administrative Obligations in such manner as Agent such corresponding amount pursuant to this Section 2.02(d) shall ceasedetermine. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Standby Loan shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its . Each Competitive Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by in accordance with the procedures set forth in Section 2.03. At the time of the commencement of each Interest Period for any Eurodollar Standby Borrowing, such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1,000,000 and not less than $5,000,000. At the Minimum time that each ABR Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any is made, such Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1,000,000 and not less than the Minimum $1,000,000; provided that an ABR Borrowing Amount or (ii) may be in an aggregate principal amount that is equal to the remaining available entire unused balance of the applicable CommitmentsTotal Commitment. Each Competitive Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $10,000,000. (b) Subject to Sections 2.01, 2.11 and 2.12, each Each Competitive Borrowing shall be comprised entirely of ABR Eurodollar Competitive Loans or Fixed Rate Loans, and each Standby Borrowing shall be comprised entirely of Eurodollar Standby Loans or ABR Loans, as the Borrower may request pursuant to Section 2.032.03 or 2.04, as applicable. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that the Borrower shall not be entitled to request any dayBorrowing which, but if made, would result in an aggregate of more than 10 separate Standby Loans of any Lender being outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof (i) in the case of a Eurodollar Loan, by wire transfer of immediately available funds to such account as the Administrative Agent may designate in New York, New York, not later than 12:00 (noon) , New York City time, with respect on such date and (ii) in the case of an ABR Loan or a Fixed Rate Loan, by wire transfer of immediately available funds to Eurodollar Loansthe Agent in New York, or 1:30 p.m. New York, not later than 3:00 p.m., New York City time, with respect to ABR Loanson such date, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) general deposit account of the Borrower with the Agent. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments and Competitive Bids of the Lenders are several, and no Lender shall be responsible for any other Lender’s failure to make Loans as required hereby. Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause this paragraph (c) above), and 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, and to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationEffective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (ed) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitmentsrespective Revolving Credit Commitments based on their Applicable Percentage; provided that provided, that, the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made Subject to the terms and conditions contained herein, funds advanced by the Lenders pursuant to Section 2.18(e)(iiany Revolving Loan may be in U.S. dollars (a "U.S. Dollar Revolving Loan") or a Foreign Currency (a "Foreign Currency Revolving Loan"), (x) ABR . The Loans comprising any Borrowing made in U.S. Dollars (other than a Borrowing comprised of Swingline Loans) shall be in an aggregate principal amount that which is (i) an integral multiple of $100,000 and not less than $500,000 in the Minimum Borrowing Amount or case of LIBOR Loans and (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than in the Minimum case of ABR Loans. Each Borrowing consisting of Foreign Currency Revolving Loans shall be in a minimum aggregate principal Dollar Amount or (ii) equal to the remaining available balance applicable Foreign Currency Equivalent of approximately $1,000,000 and integral multiples of the applicable CommitmentsForeign Currency Equivalent of approximately $500,000 in excess thereof. At no time shall the aggregate outstanding principal Dollar Amount of Foreign Currency Revolving Loans exceed $100,000,000. (b) Subject to Sections 2.01, 2.11 and 2.12, each A particular Borrowing (other than a Borrowing comprised of Swingline Loans) shall be comprised entirely consist solely of ABR Loans or Eurodollar LIBOR Loans as the Borrower may request pursuant to Section 2.032.04; provided, that, if an Event of Default or Default shall have occurred and be continuing (i) the Borrower shall not be entitled to request any LIBOR Loans and (ii) no Loans of any Type shall be made unless such Event of Default or Default shall have been waived in accordance with Section 9.08(b); PROVIDED, THAT, the Administrative Agent shall not be deemed liable to the Lenders for disbursing Loan proceeds received from a Lender if the Administrative Agent had no knowledge of the existence of a Default or Event of Default. Each Lender may at its option make fulfill its Commitment with respect to any Eurodollar LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that PROVIDED, THAT, any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this AgreementAmended Agreement and the applicable Note. More Borrowings of more than one Borrowing Type and LIBOR Loans bearing interest for more than one specific Interest Period may be incurred on outstanding at the same time; provided, that, the Borrower shall not be entitled to request any dayBorrowing or any continuation or conversion thereof which, but if made, would result in an aggregate of more than ten separate LIBOR Loans of any Lender being outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans. (c) Except with respect to All Swingline Loans deemed made pursuant shall be ABR Loans. No Swingline Loan shall be a LIBOR Loan. (d) (i) Subject to Section 2.18(e)(ii2.03(h) or 2.01(a)and Section 2.17, each Lender shall make each U.S. Dollar Revolving Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.wire

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 250,000 and not less than the Minimum Borrowing Amount $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 250,000 and not less than the Minimum Borrowing Amount $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than five Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noonx) with respect to ABR Loans, 2:00 p.m., New York City time, and (y) with respect to Eurodollar Loans, or 1:30 p.m. 11:00 a.m., New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount $500,000 or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount $1.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than ten Eurodollar Borrowings under the Revolving Loans and ten Eurodollar Borrowings under the Term Loans outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 2:00 p.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date, Term B-1 Loan Maturity Date, Term B-2 Loan Maturity Date or the Incremental Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1.0 million and not less than the Minimum Borrowing Amount $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1.0 million and not less than the Minimum Borrowing Amount $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) ), New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) ), and at least two (2) 2 hours prior to the time (in the case of any ABR Borrowing) ), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans in Dollars or in one or more Alternative Currencies made by the applicable Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii2.02(f), (x) ABR the Loans comprising any Borrowing shall be made in an aggregate principal amount that is equal to (ix) an integral in the case of ABR Loans, $1,000,000 or a whole multiple of $100,000 and not less than the Minimum Borrowing Amount or 500,000 in excess thereof (ii) or, equal to the remaining available balance of the applicable Commitments Commitments) and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is ) (i) an integral in the case of Eurodollar Loans in Dollars, $1,000,000 or a whole multiple of $100,000 and not less than the Minimum Borrowing Amount 500,000 in excess thereof (or (ii) equal to the remaining available balance of the applicable Commitments), (ii) in the case of Eurodollar Loans in Euro, €1,000,000 or a whole multiple of €500,000 in excess thereof (or equal to the remaining available balance of the Commitments) or (iii) in the case of Eurodollar Loans in Sterling, £1,000,000 or a whole multiple of £500,000 in excess thereof (or equal to the remaining available balance of Commitments). (b) Subject to Sections 2.01Section 2.02(f), 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.032.03 and any ABR Loan may only be denominated in Dollars. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at no any time shall there be outstanding more than, (or such greater number of Eurodollar Borrowings permitted by the Administrative Agent in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateits sole discretion). For purposes of the foregoing, Borrowings having different Interest PeriodsPeriods or currencies, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a2.02(f), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) than, in the case of a Loan denominated in Dollars, 1:00 p.m., New York City time and, in the case of a Loan denominated in an Alternative Currency, 8.30 a.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall in each case promptly credit all such requested the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, above and 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, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing of Initial Revolving Loans or 2020 Revolving Loans if the Interest Period requested with respect thereto would end after the Initial Revolving Maturity Date or the Term Loan 2020 Revolving Maturity Date, respectively. (f) If an Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.23(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Lender of such L/C Disbursement and its Revolving Commitment Percentage thereof (which, in the case of an L/C Disbursement made with respect to a Letter of Credit denominated in an Alternative Currency, shall be a Dollar amount calculated by reference to the Dollar Equivalent of the L/C Disbursement). Each Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount in Dollars equal to such Lender’s Revolving Commitment Percentage of such L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b) and (c) have been satisfied, such amount shall be deemed to constitute an ABR Loan of such Lender and, to the extent of such payment, the obligations of the Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Borrowing, and (ii) if such conditions precedent to borrowing have not been satisfied, then any such amount paid by any Lender shall not constitute a Loan and shall not relieve the Borrower from its obligation to reimburse such L/C Disbursement), and the Administrative Agent will promptly pay to the applicable Issuing Bank amounts so received by it from the Lenders. The Administrative Agent will promptly pay to the applicable Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.23(e) prior to the time that any Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Lenders that shall have made such payments and to the applicable Issuing Bank, as applicabletheir interests may appear. If any Lender shall not have made its Revolving Commitment Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to Loans pursuant to Section 2.06(a) and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Revolving Loan shall be made as part of a Revolving Borrowing consisting of Revolving Loans made by the applicable Lenders ratably in accordance with their applicable respective Revolving Commitments; provided that the failure of any Lender to make its a Revolving Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Revolving Loan required to be made by such other Lender). Except for . (b) Subject to Section 2.11, Section 2.12, and Section 2.13, each Revolving Borrowing shall be denominated in US Dollars and comprised entirely of ABR Loans deemed made or SOFR Loans as Borrower may request pursuant to Section 2.18(e)(ii), 2.03. (xi) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (iA) an integral multiple of $100,000 US$1,000,000 and not less than the Minimum Borrowing Amount US$1,000,000 or (iiB) equal to the remaining available balance of the applicable Commitments and aggregate Revolving Commitments; and (yii) the Eurodollar SOFR Loans comprising any Borrowing shall be in an aggregate principal amount that is (iA) an integral multiple of $100,000 US$1,000,000 and not less than the Minimum Borrowing Amount US$5,000,000 or (iiB) equal to the remaining available balance of the applicable aggregate Revolving Commitments. (bc) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such SOFR Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement, or create any enhanced rights in the Administrative Agent or any Lender under this Agreement, including under Section 2.13, 2.18 and 10.03, that are additional to or more favorable than the rights thereof had such option not been exercised. More Revolving Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayRevolving Borrowing that, but if made, would result in more than fifteen (15) SOFR Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Revolving Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (cd) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 1:00 pm, New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the . The Administrative Agent shall promptly credit all such requested the amounts so received from Lenders to an account as directed by the Borrower in the applicable Borrowing Request delivered to or maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified in Article IV shall not have been met, return the amounts so received to the respective Lenders. (de) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar SOFR Borrowing) ), and at least two (2) 2 hours prior to the time (in the case of any ABR Borrowing) ), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such its ratable portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (cd) above, and 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 its ratable portion of such portion Borrowing available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d2.02(e) shall cease. If Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (ef) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii2.18(e)(i), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount 1.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) (A) the Eurodollar Eurocurrency Loans comprising any Borrowing denominated in dollars shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount 1.0 million or (ii) equal to the remaining available balance of the applicable Commitments; (B) the Eurocurrency Loans comprising any Borrowing denominated in euro shall be in an aggregate principal amount that is (i) an integral multiple of €1.0 million or (ii) equal to the remaining available balance of the applicable Commitments or, if less, the available balance of Revolving Loans in an Alternate Currency pursuant to clause (ii) of Section 2.01(b); (C) the Eurocurrency Loans comprising any Borrowing denominated in pounds shall be in an aggregate principal amount that is (i) an integral multiple of £1.0 million or (ii) equal to the remaining available balance of the applicable Commitments or, if less, the available balance of Revolving Loans in an Alternate Currency pursuant to clause (ii) of Section 2.01(b); (D) the Eurocurrency Loans comprising any Borrowing denominated in Australian dollars shall be in an aggregate principal amount that is (i) an integral multiple of A$1.0 million or (ii) equal to the remaining available balance of the applicable Commitments or, if less, the available balance of Revolving Loans in an Alternate Currency pursuant to clause (ii) of Section 2.01(b); and (E) the Eurocurrency Loans comprising any Borrowing denominated in any other Alternate Currency shall be in an aggregate principal amount that is (i) an integral multiple of the number of units of such Alternate Currency as is agreed by Borrower and the Administrative Agent at the time consent is granted that such Alternate Currency shall be an Alternate Currency or (ii) equal to the remaining available balance of the applicable Commitments or, if less, the available balance of Revolving Loans in an Alternate Currency pursuant to clause (ii) of Section 2.01(b). (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing (other than of Swingline Loans) shall be comprised entirely of ABR Loans or Eurodollar Eurocurrency Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar 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 such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than ten Eurocurrency Borrowings being outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate designate, not later than 12:00 (noon) ), New York City time (or, in the case of a Revolving Loan in an Alternate Currency, to such account in London as the Administrative Agent may designate, not later than 12:00 (noon), London time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans), and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request acceptable to the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Eurocurrency Borrowing) and ), or at least two (2) 2 hours prior to the time (in the case of any ABR Borrowing) ), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause paragraph (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation and, in the case of a Borrowing in dollars, if greater, the Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date Date, Term Loan Maturity Date, or the Incremental Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan Revolving Borrowing shall be made as part consist of a Borrowing consisting of Revolving Loans made by the applicable Lenders ratably in accordance with their applicable CommitmentsRevolving Percentages; provided provided, however, that the failure of any Lender to make its any Revolving Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans Revolving Borrowings deemed made pursuant to Section 2.18(e)(ii2.02(g), (x) ABR Loans comprising any each Revolving Borrowing shall be in an aggregate principal amount that is (i) in the case of an AUD Revolving Borrowing, an integral multiple of $100,000 AUD$1,000,000 and not less than the Minimum Borrowing Amount in a minimum amount of AUD$3,000,000 or (ii) equal to the remaining available balance of the applicable Commitments and Total Revolving Commitment, (yii) in the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) case of a USD Revolving Borrowing, an integral multiple of $100,000 U.S.$1,000,000 and not less than the Minimum Borrowing Amount in a minimum amount of U.S.$5,000,000 or (ii) equal to the U.S. Dollar Equivalent of the remaining available balance of the applicable CommitmentsTotal Revolving Commitment. (b) Subject to Sections 2.012.08 and 2.14, 2.11 and 2.12, (i) each Revolving Borrowing shall be comprised entirely of ABR Loans denominated in U.S. Dollars or Eurodollar Loans in Australian Dollars as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar USD Revolving Loan or AUD Revolving 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 such Loan in accordance with the terms of this AgreementAgreement or cause the Borrower to incur any cost under Section 2.20 that would not have been incurred but for the exercise of such option. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than (x) ten USD Revolving Borrowings outstanding hereunder at no any time, (y) ten AUD Revolving Borrowings outstanding hereunder at any time shall there be outstanding more than, or (z) four AUD Revolving Borrowings being made in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany calendar month. For purposes of the foregoing, Revolving Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Revolving Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a2.02(g), each Lender making Loans to the Borrower shall make each such Loan to be made by it hereunder for value on the proposed date thereof by wire transfer of in immediately available funds to such account as the Administrative Australian Agent may designate not later than 12:00 noon (noonSydney Time) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Australian Agent shall promptly credit all such requested the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective LendersRequest. (d) Unless the Administrative Australian Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Australian Agent such Lender’s portion Revolving Percentage of such Borrowing, the Administrative Australian Agent may assume that such Lender has made such portion available to the Administrative Australian Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, above and the Administrative Australian Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Australian Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Australian Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Australian 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 date such amount is repaid to the Administrative Australian Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing Borrowing, and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Australian Agent in accordance with banking industry rules on interbank compensationto reflect its cost of funds. If the Borrower and such Lender shall pay such interest to the Australian Agent for the same or an overlapping period, the Australian Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall repay to the Administrative Australian Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement; provided, however, that the foregoing does not constitute a waiver by the Borrower of any claim for damages permitted hereunder and attributable to such Lender. Any payment by the Borrower’s obligation Borrower shall be without prejudice to repay any claim the Administrative Agent Borrower may have against a Lender that shall have failed to make such corresponding amount pursuant payment to this Section 2.02(d) shall ceasethe Australian Agent. (e) Unless the Australian Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Australian Agent for the account of the Lenders, the Issuing Bank or the Swing Line Lender hereunder that the Borrower will not make such payment, the Australian Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the Issuing Bank or the Swing Line Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders, the Issuing Bank or the Swing Line Lender, as the case may be, severally agrees to repay to the Australian Agent forthwith on demand the amount so distributed to such Lender, the Issuing Bank or the Swing Line Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Australian Agent, at the rate determined by the Australian Agent to reflect its cost of funds. Nothing in this provision affects the liabilities owed by the Borrower to any person under this Agreement. (f) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date. (g) If the Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.22(e) within the time specified in such Section, the Issuing Bank will promptly notify the Australian Agent of such Credit Disbursement and the Australian Agent will promptly notify each Lender of such Credit Disbursement, the relevant currency in which made and its payment obligation in respect thereof. Each such Lender shall pay in immediately available funds to the Australian Agent not later than 2:00 p.m. (Sydney Time) on third business day after such Lender has received such notice, an amount equal to such Lender’s notified payment amount in the same currency as such Credit Disbursement (it being understood that (i) such amount if in Australian Dollars shall be deemed to constitute an AUD Revolving Loan of such Lender with an Interest Period of one month commencing on the date such funds are due to the Australian Agent, (ii) such amount if in U.S. Dollars shall be deemed to constitute a USD Revolving Loan with an Interest Period of one month commencing on the date such funds are due to the Australian Agent, and (iii) such payment shall be deemed to have reduced the Aggregate Credit Exposure), and the Australian Agent will promptly pay to the Issuing Bank amounts so received by it from such Lenders. The Australian Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.22(e) prior to the time that any Lender makes any payment pursuant to this paragraph (g); any such amounts received by the Australian Agent thereafter will be promptly remitted by the Australian Agent to the Lenders that shall have made such payments and to the Issuing Bank, as applicabletheir interests may appear. Notwithstanding the fact that the payment required to be made by a Lender pursuant to this paragraph (g) is not due until the third business day after notice, each Lender and the Borrower severally agree to pay interest on the amount of Credit Disbursement made, for each day from and including the date such Credit Disbursement is made to but excluding the date such amount is paid, to the Australian Agent for the account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the default rate pursuant to Section 2.07 (assuming that such amount due is a Loan in the relevant currency with an Interest Period of one month commencing on the third Business Day after such Credit Disbursement is made), and (ii) in the case of such Lender, at the rate determined by the Issuing Bank to reflect its cost of funds; provided, however, that (A) the foregoing does not constitute a waiver by the Borrower of any claim for damages permitted hereunder and attributable to such Lender and (B) the foregoing interest provided to be paid by the Lenders shall not be due to the extent and for the period the Borrower has paid the interest required under the preceding clause (i).

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1.0 million and not less than the Minimum Borrowing Amount $1.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1.0 million and not less than the Minimum Borrowing Amount $1.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than seven Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 2:00 p.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request and maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s 's obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end in the case of a Revolving Loan, after the Revolving Maturity Date or in the case of a Term Loan, after the Term Loan Maturity Date, as applicable.

Loans. Subject to and upon the terms and conditions herein set forth, each Lender having the applicable 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 applicable Commitment, as follows: (a) Each on the Closing Date, Loans in the aggregate amount of $26,000,000; (b) on November 18, 2021, the Dispensary Loans; (c) on one or more Subsequent Funding Dates during the period commencing on the Third Amendment Initial Funding Date and ending on December 30, 2022, Delayed Draw Loans in the aggregate amount of up to $25,000,000 to be made pursuant to the draw schedule attached hereto as Schedule 2.01(c), which Schedule may be modified with the consent of Administrative Agent in its discretion; provided that: (i) on the Third Amendment Initial Funding Date, Borrowers may draw an additional amount equal to the fees and expenses paid or to be paid by Borrowers to Agents, Arranger and the Lenders on or prior to such date; (ii) the aggregate amount to be advanced on one other Subsequent Funding Date pursuant to this Section 2.01(c) may, at the option of Borrowers, be increased to $5,000,000; (iii) the draw amounts on Schedule 2.01(c) shall be reduced by an aggregate amount equal to the sum of each amount in excess of $3,000,000 advanced pursuant to each of clauses (i) and (ii) above, such reduction to be applied in inverse chronological order until such aggregate amount is exhausted; and (iv) the aggregate amount to be advanced on one Subsequent Funding Date (which may be the same as the Subsequent Funding Date referred to in clause (ii) above) pursuant to this Section 2.01(c) may, at the option of Borrowers, be increased by an additional $3,000,000; (d) on January 3, 2023 (or such other date to which Administrative Agent agrees in its discretion), Delayed Draw Loans in the aggregate amount of up to $10,000,000; provided that such amount shall be reduced to $7,000,000 in the event Borrowers elect to increase a prior draw as provided in Section 2.01(c)(iv); (e) [reserved]; (f) Convertible Note Loans in the aggregate amount of up to $10,000,000 to be made pursuant to the draw schedule attached hereto as Schedule 2.01(f), which Schedule 2.01(f) may be modified with the consent of the Convertible Note Lenders in their discretion; provided that, notwithstanding anything in this Agreement or any other Credit Document to the contrary, the Convertible Note Lenders may elect, in their discretion, to make one or more of the Convertible Note Loans, or the aggregate remaining amount of Convertible Note Loans available under their Convertible Note Commitments, at any time or from time to time, regardless of (i) such draw schedule, (ii) the lack of any request of Borrowers for such Loans, (ii) any of the conditions set forth in Sections 5.02(b) through 5.02(h) not being met at the time such Loans are advanced or (iv) the occurrence of a Default or Event of Default as a result of any such advance (although any such advance shall be deemed to be, for purposes of calculation of the Consolidated Fixed Charge Coverage Ratio, made in accordance with Schedule 2.01(f)); and provided, further, that Borrowers may elect not to receive a Convertible Note Loan on a date set forth on such draw schedule, and the Convertible Note Loans to be made on such date shall no longer be available to Borrowers unless Convertible Note Lenders elect to make such Convertible Note Loans pursuant to the immediately preceding proviso. (a) on one or more Subsequent Funding Dates, upon the request of Borrowers and as approved by the Convertible Note Lenders in their discretion, Convertible Note Loans in the aggregate amount of up to $5,000,000. The Credit Parties acknowledge and agree that any Loans disbursed on a Subsequent Funding Date pursuant to this Section 2.01(g) shall be made as in the sole and absolute discretion of the Convertible Note Lenders. No Convertible Note Lender shall have any obligation to make any Convertible Note Loan under this Section 2.01(g). This Section 2.01(g) shall not constitute a commitment on the part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Convertible Note Lender to make any Loan required to be made by such other Lender). Except for Convertible Note Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 under and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) 2.01(g). The Aggregate Commitment shall ceasebe deemed increased as of each Subsequent Funding Date by the aggregate amount of the Convertible Note Loans made on such Subsequent Funding Date, and the Convertible Note Commitment of each Convertible Note Lender shall be deemed increased as of each Subsequent Funding Date by the aggregate amount of the Convertible Note Loans made by such Convertible Note Lender. (eg) Notwithstanding any other provision on November 7, 2024 Convertible Note Loans in the aggregate amount of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable$10,000,000.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans in Dollars or in one or more Alternative Currencies made by the applicable Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii2.02(f), (x) ABR the Loans comprising any Borrowing shall be made in an aggregate principal amount that is equal to (ix) an integral in the case of ABR Loans, $1,000,000 or a whole multiple of $100,000 and not less than the Minimum Borrowing Amount or 500,000 in excess thereof (ii) or, equal to the remaining available balance of the applicable Commitments Commitments) and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral in the case of Eurodollar Loans in Dollars, $1,000,000 or a whole multiple of $100,000 and not less than the Minimum Borrowing Amount 500,000 in excess thereof (or (ii) equal to the remaining available balance of the applicable Commitments), (ii) in the case of Eurodollar Loans in Euro, €1,000,000 or a whole multiple of €500,000 in excess thereof (or equal to the remaining available balance of the Commitments) or (iii) in the case of Eurodollar Loans in Sterling, £1,000,000 or a whole multiple of £500,000 in excess thereof (or equal to the remaining available balance of Commitments). (b) Subject to Sections 2.01Section 2.02(f), 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.032.03 and any ABR Loan may only be denominated in Dollars. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at no any time shall there be outstanding more than, (or such greater number of Eurodollar Borrowings permitted by the Administrative Agent in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateits sole discretion). For purposes of the foregoing, Borrowings having different Interest PeriodsPeriods or currencies, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a2.02(f), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) than, in the case of a Loan denominated in Dollars, 1:00 p.m., New York City time and, in the case of a Loan denominated in an Alternative Currency, 8.30 a.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall in each case promptly credit all such requested the amounts so received to an account as directed designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, above and 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, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing of Initial Revolving Loans or 2020 Revolving Loans if the Interest Period requested with respect thereto would end after the Initial Revolving Maturity Date or the Term Loan 2020 Revolving Maturity Date, respectively. (f) If thean Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.23(e) within the time specified in such Section, thesuch Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Lender of such L/C Disbursement and its Revolving Commitment Percentage thereof (which, in the case of an L/C Disbursement made with respect to a Letter of Credit denominated in an Alternative Currency, shall be a Dollar amount calculated by reference to the Dollar Equivalent of the L/C Disbursement). Each Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount in Dollars equal to such Lender’s Revolving Commitment Percentage of such L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b) and (c) have been satisfied, such amount shall be deemed to constitute an ABR Loan of such Lender and, to the extent of such payment, the obligations of the Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Borrowing, and (ii) if such conditions precedent to borrowing have not been satisfied, then any such amount paid by any Lender shall not constitute a Loan and shall not relieve the Borrower from its obligation to reimburse such L/C Disbursement), and the Administrative Agent will promptly pay to the applicable Issuing Bank amounts so received by it from the Lenders. The Administrative Agent will promptly pay to the applicable Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.23(e) prior to the time that any Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Lenders that shall have made such payments and to the applicable Issuing Bank, as applicabletheir interests may appear. If any Lender shall not have made its Revolving Commitment Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to Loans pursuant to Section 2.06(a) and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Revolving Credit Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understoodhereunder, however, that and no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii)2.02(f) and Swingline Loans, (x) ABR the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) in the case of Eurodollar Loans, (A) an integral multiple of $100,000 1,000,000 and not less than the Minimum Borrowing Amount $3,000,000 or (iiB) equal to the remaining available balance of the applicable Commitments and (yii) in the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is case of ABR Loans, (iA) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount $300,000 or (iiB) equal to the remaining available balance of the applicable Commitments; provided, however, that the Borrower may from time to time make a Eurodollar Revolving Credit Borrowing that is an aggregate principal amount that is an integral multiple of $100,000 and not less than $300,000 so long as no other Eurodollar Revolving Credit Borrowing that is in an aggregate principal amount of less than $3,000,000 is then outstanding. Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $300,000. (b) Subject to Sections 2.01, 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03; provided, however, that each Swingline Loan shall be an ABR Loan. 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 provided, however, that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this AgreementAgreement and the applicable Note. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than eight Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii2.02(f) or 2.01(a)and Swingline Loans, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 11:00 a.m., New York City time, with respect to Eurodollar Loansand the Administrative Agent shall by 12:00 (noon), or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, credit the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed in the name of the Borrower, maintained with the Administrative Agent and designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause (c) above, and 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, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationto represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Credit Maturity Date. (f) If the Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.22(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Revolving Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender's Revolving Percentage of such L/C Disbursement (and such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.22(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this clause; any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as applicabletheir interests may appear. If any Revolving Credit Lender shall not have made its Revolving Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this clause to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their respective applicable Commitments; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except At the commencement of each Interest Period for Loans deemed made pursuant to Section 2.18(e)(ii)any LIBOR Borrowing, (x) ABR Loans comprising any such Borrowing shall be in an aggregate principal amount that which, in the case of any LIBOR Borrowing denominated in Dollars, is (i) an integral multiple of $100,000 1,000,000 and not less than $25,000,000, and in the Minimum case of any LIBOR Borrowing Amount or (ii) denominated in Euros, is an integral multiple of €1,000,000 and not less than €25,000,000; provided that a LIBOR Borrowing that results from a continuation of an outstanding LIBOR Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. At the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any time that each Base Rate Borrowing is made, such Borrowing shall be in an aggregate principal amount that which is (i) an integral multiple of $100,000 1,000,000 and not less than $50,000,000 (or an aggregate principal amount equal to (i) the Minimum Borrowing Amount remaining balance of the applicable Commitments or (ii) equal the amount that is required to finance the remaining available balance reimbursement of a Reimbursement Obligation as contemplated by Section 2.22(h), as the applicable Commitmentscase may be). (b) Subject to Sections 2.01, 2.11 and 2.12, each Each Borrowing shall be comprised entirely of ABR LIBOR Loans or Eurodollar Loans Base Rate Loans, as the Borrower may request pursuant to Section 2.032.03 (Notice of Borrowings); provided, however, that Borrowings denominated in Euros shall be comprised entirely of LIBOR Loans. Each Lender may at its option make fulfill its Commitment with respect to any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, however, that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this AgreementAgreement or any of the Borrower’s rights thereunder. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any dayBorrowing which, but at no time shall there if made, would result in an aggregate of more than ten (or such greater number as may be outstanding more than, in agreed to by the case of Loans maintained as Eurodollar Loans, seven (7Administrative Agent) Borrowings of such separate LIBOR Loans in each currency (Dollars or Euros) of any Lender being made to the aggregateBorrower and outstanding under this Agreement at any one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Each Lender shall make each Loan that is (A) a Base Rate Loan or (B) a LIBOR Loan, to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate in New York, New York, not later than 12:00 (noon) New York City time1:00 p.m., with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR LoansLocal Time, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly thereafter credit all such requested the amounts so received to an the general deposit account of the Borrower maintained with the Administrative Agent, or such other account as directed the Borrower may designate in a written notice to the Administrative Agent, or, in the case of Base Rate Loans made to finance the reimbursement of a Reimbursement Obligation as provided in Section 2.22(h), to the applicable Issuer, in each case as specified by the Borrower in the applicable Borrowing Request or, if a Borrowing shall request. If such Loans are not occur made on such date because any condition precedent to a Borrowing herein specified shall not have been metmet or waived, the Administrative Agent shall return the amounts so received to the respective Lenders. (d) . Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause this paragraph (c) above, and 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, and to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from and including the date such amount is made available to the Borrower until to but excluding the date such amount is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to (A) in the case of Loans comprising such Borrowing denominated in Dollars, Base Rate Loans, and (B) in the case of Loans denominated in Euros, LIBOR Loans and (ii) in the case of such Lender, (A) in the case of Loans denominated in Dollars, the greater of the Federal Funds NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation and (B) in the case of Loans denominated in Euros, the rate determined by the Administrative Agent to be the cost to it of funding such amount (in the case of each of clause (A) and (B) of this clause (ii), which determination shall be conclusive absent manifest error). If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s . (d) The occurrence of any Lender becoming a Defaulting Lender shall not relieve any other Lender of its obligation to repay make a Loan or payment on such date but no such other Lender shall be responsible for the Administrative Agent such corresponding amount pursuant failure of any Defaulting Lender to make a Loan or payment required under this Section 2.02(d) shall ceaseAgreement. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert to or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving any Maturity Date or the Term Loan Maturity Date, as applicableapplicable thereto.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided PROVIDED that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section SECTION 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 500,000 and not less than the Minimum Borrowing Amount $2.5 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 500,000 and not less than the Minimum Borrowing Amount $2.5 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, SECTIONS 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the applicable Borrower may request pursuant to Section SECTION 2.03. 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 PROVIDED that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; PROVIDED that the Borrowers shall not be entitled to request any dayBorrowing that, but if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section SECTION 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) , New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the U.S. Borrower in the applicable U.S. Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to 11:00 a.m. on the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable 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, each of such Lender and the such Borrower severally agrees 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 such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the either Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for the purposes of this Agreement, and the such Borrower’s 's obligation to repay the Administrative Agent such corresponding amount pursuant to this Section SECTION 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1.0 million and not less than the Minimum Borrowing Amount $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1.0 million and not less than the Minimum Borrowing Amount $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than five Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 11:00 a.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Additional Revolving Maturity Date or the Date, Additional Term Loan Maturity Date, Delayed Draw Maturity Date or the Incremental Term Loan Maturity Date as applicable.

Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable respective Existing Term Loan Commitments, Additional Term Loan Commitments or Revolving Credit Commitments, as the case may be; provided provided, however, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR The Loans comprising any each Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 500,000 and not less than $3,000,000 (or in the Minimum Borrowing Amount or (ii) case of the Revolving Credit Commitments, the lesser of $3,000,000 and an aggregate principal amount equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Revolving Credit Commitments). (b) Subject to Sections 2.01, 2.11 2.08 and 2.122.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans Loans, as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make fulfill its Commitment with respect to any Eurodollar 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 (i) affect the obligation of the Borrower to repay such Loan in accordance with the terms of this AgreementAgreement or (ii) impose any additional obligation on the part of the Borrower pursuant to Section 2.14. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in an aggregate of more than six separate Eurodollar Loans of any Lender being outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans. (c) Except Subject to paragraph (e) below and except with respect to Loans deemed made pursuant to Section 2.18(e)(iiparagraph (f) or 2.01(a)below, each Lender shall make a Loan in the amount of its pro rata portion, as determined under Section 2.17, of each Loan to be made by it Borrowing hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) , New York City time, with respect to Eurodollar Loansand the Agent shall by 3:00 p.m., or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, credit the Administrative Agent shall promptly credit all such requested amounts so received to an the general deposit account as directed by of the Borrower in maintained with the applicable Borrowing Request Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) . Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause this paragraph (c) above, and 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, and to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, for the greater of first such day, the Federal Funds Rate Effective Rate, and a rate determined by thereafter, the Administrative Agent in accordance with banking industry rules on interbank compensationAlternate Base Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (ed) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Credit Maturity Date. (e) The Borrower may refinance all or any part of any Revolving Credit Borrowing with a Revolving Credit Borrowing of the same or a different Type, subject to the conditions and limitations set forth in this Agreement. Any Revolving Credit Borrowing or part thereof so refinanced shall be deemed to be repaid or prepaid in accordance with Section 2.04 or 2.12, as applicable, with the proceeds of a new Revolving Credit Borrowing, and the proceeds of the new Revolving Credit Borrowing, to the extent they do not exceed the principal amount of the Revolving Credit Borrowing being refinanced, shall not be paid by the Lenders to the Agent or by the Agent to the Borrower pursuant to paragraph (c) above. (f) If the Agent has not received from the Borrower the payment required by Section 3.04(a) by 11:00 a.m., New York City time, on the date on which the Fronting Bank has notified the Borrower that payment of a draft presented under any Letter of Credit will be made (or such later time as is not later than three hours after the Borrower shall have received such notice or, if the Borrower shall have received such notice later than 2:00 p.m., New York City time, on such Business Day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), as provided in Section 3.04(a), the Agent will notify not later than 12:00 noon, New York City time, the Fronting Bank and each Participating Lender of the LC Disbursement and, in the case of each Participating Lender, its Applicable Percentage of such LC Disbursement. Each Participating Lender will pay by wire transfer of immediately available funds to the Agent not later than 4:00 p.m., New York City time, on such date an amount equal to such Participating Lender's Applicable Percentage of such LC Disbursement (it being understood that such amount shall constitute an ABR Revolving Loan of such Lender and such payment shall be deemed to have reduced the LC Exposure), and the Agent will promptly pay such amount to the Fronting Bank. The Agent will promptly remit to each Participating Lender its Applicable Percentage of any amounts subsequently received by the Agent from the Borrower in respect of such LC Disbursement. If any Lender shall not have made its Applicable Percentage of such LC Disbursement available to the Fronting Bank as provided above, such Lender agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date an amount equal to such amount is paid to the Agent for prompt payment to the Fronting Bank at, for the first such day, the Federal Funds Effective Rate, and thereafter, the Alternate Base Rate.

Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii2.17(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1.0 million and not less than the Minimum Borrowing Amount $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 1.0 million and not less than the Minimum Borrowing Amount $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 2.10 and 2.122.11, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; provided that Borrower shall not be entitled to request any dayBorrowing that, but if made, would result in more than five Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a2.17(e)(ii), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon) 11:00 a.m., New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Incremental Term Loan Maturity Date, as applicable.

Loans. (a) Each Standby Loan shall be made as part of a Borrowing consisting of Loans made by the applicable Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make its any Standby Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. Except for Loans deemed made pursuant to Section 2.18(e)(ii2.02(e), (x) ABR the Standby Loans or Competitive Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.01, 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. 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 any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. More than one Borrowing may be incurred on any day, but at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregate. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) or 2.01(a), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 12:00 (noon) New York City time, with respect to Eurodollar Loans, or 1:30 p.m. New York City time, with respect to ABR Loans, and upon receipt of all requested Loan funds, the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and 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, each of such Lender and the Borrower severally agrees 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 date such amount is repaid to the Administrative Agent at (i) in the case of the BorrowerCompetitive Loans, the interest rate applicable at the time to the Loans comprising such Borrowing in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) in the case of such LenderStandby Loans, in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $5,000,000 (or an aggregate principal amount equal to the remaining balance of the available Commitments); provided, however, that if the Equivalent Dollar Amount of any Eurocurrency Loan at the end of the Interest Period applicable thereto does not exceed by more than 5%, and is not less than 95% of, the greater Equivalent Dollar Amount of such Loan on the relevant Denomination Date, then the applicable Borrower may (notwithstanding clauses (i) and (ii) above) refinance such Loan with a new Loan denominated in the same Alternative Currency and with the same principal amount (in such Alternative Currency) at the end of such Interest Period, notwithstanding that the Equivalent Dollar Amount of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationnew Loan is not an integral multiple of $1,000,000. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the For purposes of this AgreementSection, and any Eurocurrency Borrowing shall be deemed to be in an amount equal to the Borrower’s obligation to repay the Administrative Agent Equivalent Dollar Amount of such corresponding amount pursuant to this Section 2.02(d) shall ceaseEurocurrency Borrowing determined as of its Denomination Date. (eb) Notwithstanding any other provision Each Standby Borrowing shall be comprised entirely of this AgreementEurocurrency Loans, the Borrower Eurodollar Standby Loans, CD Loans or ABR Loans and each Competitive Borrowing shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.comprised entirely of Eurodollar Competitive Loans or

Loans. (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the applicable Lenders ratably in accordance with their Commitments of the applicable CommitmentsClass; provided PROVIDED, HOWEVER, that the failure of any Lender to make its any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR The Loans comprising any Borrowing shall be in an aggregate principal amount that which is (i) an integral multiple of $100,000 1,000,000 (or, in the case of Swingline Loans, $500,000) and not less than $5,000,000 (or, in the Minimum Borrowing Amount or case of Swingline Loans, $500,000), (ii) equal to the remaining available balance of the applicable Class of Commitments and or (yiii) in the Eurodollar Loans comprising case of any Tranche A Reimbursement Borrowing shall be in made pursuant to Section 2.11(b)(ii), an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than $2,000,000; PROVIDED that Revolving Loans used to pay Refunded Swingline Loans may be in the Minimum Borrowing Amount or (ii) equal to the remaining available balance amount of the applicable Commitmentssuch Refunded Swingline Loans. (b) Subject to Sections 2.01, 2.11 2.08 and 2.122.14, each Borrowing shall be comprised entirely of ABR Loans or (except in the case of Swingline Loans) Eurodollar Loans as the Borrower applicable Credit Party may request pursuant to Section 2.03. 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 PROVIDED that any exercise of such option shall not affect the obligation of the Borrower applicable Credit Party to repay such Loan in accordance with the terms of this AgreementAgreement and such Lender shall not be entitled to any amounts payable under Section 2.13 or Section 2.19 in respect of increased costs arising as a result of such exercise (and that would not have arisen but for such exercise). More Borrowings of more than one Borrowing Type may be incurred on outstanding at the same time; PROVIDED, HOWEVER, that the Credit Parties shall not be entitled to request any dayBorrowing which, but if made, would result in more than twenty Eurodollar Borrowings outstanding hereunder at no time shall there be outstanding more than, in the case of Loans maintained as Eurodollar Loans, seven (7) Borrowings of such Loans in the aggregateany time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans deemed made pursuant Subject to Section 2.18(e)(ii) or 2.01(a)2.10, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate in federal funds not later than 12:00 (noon) 11:00 a.m., New York City time, with respect to Eurodollar Loansand the Administrative Agent shall by 12:00 (noon), or 1:30 p.m. New York City time, with respect (a) in the case of any Loan made to ABR Loansreimburse any L/C Disbursement or to refund any Swingline Loan, apply the amounts so received to effect such reimbursement or refund as contemplated by Section 2.20 or Section 2.01(c) and upon receipt (b) in the case of all requested each Loan fundsthe proceeds of which are to be received by a Credit Party, credit the Administrative Agent shall promptly credit all such requested amounts so received to an account as directed designated by the Borrower such Credit Party in the applicable Borrowing Request orRequest; PROVIDED, HOWEVER, that if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, the Administrative Agent shall return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date (in the case of any Eurodollar Borrowing) and at least two (2) hours prior to the time (in the case of any ABR Borrowing) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at on the time date of such Borrowing in accordance with clause paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower applicable Credit Party on such date a corresponding amount. If the Administrative Agent shall have so made funds available, available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower applicable Credit Party severally agrees 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 applicable Credit Party until the date such amount is repaid to the Administrative Agent Agent, at (i) in the case of the Borrowerapplicable Credit Party, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date, as applicable.and