Common use of Term Loans Clause in Contracts

Term Loans. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunder.

Term Loans. No later than 1:00 P.M. p.m. (New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ the Borrower (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Term Lender does not intend to make available to the Administrative Agent such Term Lender▇▇▇▇ ▇▇▇▇▇▇’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender▇▇▇▇ ▇▇▇▇▇▇, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender as a result of any failure by such ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunder.

Term Loans. No (a) Each Term Loan shall be made as part of a Borrowing consisting of such Term Loans made by the applicable Lenders (each, a “Term Loan Lender”) ratably in accordance with their applicable Commitments, respectively; provided, however, that the failure of any Lender to make a Term 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 a Term Loan required to be made by such other Lender). The Term Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1,000,000 and not less than $5,000,000, or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.08 and 2.15 each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Lead 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 Term Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Term Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Lead Borrower shall not be entitled to request any Borrowing that, if made, would result in more than 8 Eurodollar Borrowings outstanding hereunder at any 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) Each Lender shall make each Term 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 1:00 P.M. (p.m., New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds shall promptly credit the amounts so received by it in like funds as received to an account designated by the Administrative Agent by wire transfer of Lead Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such funds date because any condition precedent herein specified shall not have been met, return the amounts so received to the account designated in writing by ▇▇▇▇▇▇▇▇ respective Lenders. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Term received notice from a Lender prior to the date of any Borrowing that such Lender does will not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Term Lender has made such amount portion available to the Administrative Agent on such the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may (but shall not be obligated to)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 corresponding amount is Lender shall not in fact have made such portion available to the Administrative Agent by Agent, such Lender, Lender and the applicable Borrower severally agree to repay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefortogether with interest thereon, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was is made available by to the applicable Borrower to but excluding the date such amount is repaid to the Administrative Agent to Borrower until at (i) in the date such corresponding amount is recovered by case of the Administrative Agentapplicable Borrower, at a rate per annum equal to the interest rate applicable at the time to the Term Loans comprising such Borrowing and (iii) if recovered from in the case of such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and to represent its cost of overnight or short term funds (ii) if recovered from Borrower, the rate of interest applicable which determination shall be conclusive absent manifest error). If such Lender shall repay to the relevant BorrowingAdministrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as determined pursuant to Section 2.08. Nothing in part of such Borrowing for purposes of this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunderAgreement.

Term Loans. No later than 1:00 P.M. (New York City timea) Subject to Section 4 hereof, the Term Loans (i) shall be advanced and made ratably by the Lenders in accordance with the Lenders’ respective Term Loan Commitments, and (ii) the Term Loans shall be made by the Lenders on the date specified Closing Date but in each Notice of Borrowing, each Term Lender with a no event on or after the Term Loan Commitment of Termination Date. (b) Each Lender shall make its Term Loan available on the relevant Tranche will make available proposed dates thereof by causing its pro rata portion (determined in accordance Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and JPMorgan Chase Bank, N.A. in immediately available funds at not later than 1:00 p.m. (c) The obligations of the Notice OfficeLenders hereunder are several and not joint; therefore, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds notwithstanding anything herein to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to contrary: (i) if recovered from no Lender shall be required to make a Term Loan in excess of such Lender’s Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and Loan Commitment; (ii) if recovered from Borrowera Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 such repayment shall be deemed split among the non-defaulting Lenders in accordance with their respective Term Loan Commitment Percentages until each non-defaulting Lender has received its Term Loan Commitment Percentage of all of the outstanding Term Loans, then the balance of such repayment shall be divided among all of the Lenders in accordance with their respective Term Loan Commitments; and (iii) the failure of any Lender to make any Term Loan shall not in itself relieve any Term other Lender from of its obligation to make Term Loans lend hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result (provided, that no Lender shall be responsible for the failure of any failure by such other Lender to make a Term Loans Loan such other Lender is obligated to make hereunder).

Term Loans. No later than 1:00 P.M. (New York City timei) Subject to the terms and conditions set forth herein (including Section 5.02), each Tranche B Term Loan Lender agrees to make a single Tranche B Term Loan to the Borrower, on the date specified Fifth Restatement Effective Date, in each Notice a principal amount equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment. Notwithstanding the foregoing, subject to the consent of Borrowingthe Borrower and the Administrative Agent, each Existing Tranche B Term Loan Lender with may elect to continue its Existing Tranche B Term Loan as a Tranche B Term Loan under this Agreement by indicating such an election on a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available Addendum delivered to the Administrative Agent on or prior to the Fifth Restatement Effective Date. All such date continuations shall be deemed to be part of the Borrowing of Tranche B Term Loans on the Fifth Restatement Effective Date for all purposes hereunder. Amounts repaid or prepaid in respect of Tranche B Term Loans may not be reborrowed. (ii) Subject to the terms and conditions set forth herein (including Section 5.02), each Fifth Restatement Effective Date Tranche A Term Loan Lender agrees to make a single Fifth Restatement Effective Date Tranche A Term Loan to the Borrower, on the Fifth Restatement Effective Date, in a principal amount equal to such Fifth Restatement Effective Date Tranche A Term Loan Lender’s Fifth Restatement Effective Date Tranche A Term Loan Commitment. Notwithstanding the foregoing, subject to the consent of the Borrower and the Administrative Agent Agent, each Existing Tranche A Term Loan Lender may (but shall not be obligated to), in reliance upon elect to continue its Existing Tranche A Term Loan as a Fifth Restatement Effective Date Tranche A Term Loan under this Agreement by indicating such assumption, make available to Borrower an election on a corresponding amount. If such corresponding amount is not in fact made available Term Loan Lender Addendum delivered to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount or prior to the Administrative AgentFifth Restatement Effective Date. The Administrative Agent also shall be entitled to recover on demand from All such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 continuations shall be deemed to relieve any be part of the Borrowing of Fifth Restatement Effective Date Tranche A Term Loans on the Fifth Restatement Effective Date for all purposes hereunder. (iii) Subject to the terms and conditions set forth herein (including Section 5.02), each Delayed Draw Tranche A Term Loan Lender from its obligation agrees to make a Delayed Draw Tranche A Term Loan to the Borrower, on up to four occasions during the Delayed Draw Tranche A Term Loan Commitment Period, in an aggregate principal amount not to exceed such Delayed Draw Tranche A Term Loan Lender’s Delayed Draw Tranche A Term Loan Commitment. Amounts repaid or prepaid in respect of Tranche A Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereundernot be reborrowed.

Term Loans. No later than 1:00 P.M. p.m. (New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ the Borrower (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Term Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Term Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ Term Lender as a result of any failure by such Term Lender to make Term Loans hereunder.

Term Loans. No later (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Term Loan Commitments; provided, however, that the failure of any Lender to make any Term Loan shall not 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 Term Loan required to be made by such other Lender). The Term Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than 1:00 P.M. the Minimum Threshold. (b) Subject to Sections 2.02(e), 2.08 and 2.15, all Term Loans shall be made as ABR Term Loans or Eurodollar Term Loans. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than fifteen Eurodollar Borrowings outstanding hereunder at any time. (c) Each Lender shall make each Term 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 time) on as the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, Administrative Agent may designate not later than 11:00 a.m. and the Administrative Agent will make all funds shall promptly wire transfer the amounts so received by it in like funds as received to an account designated by the Administrative Agent by wire transfer of Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such funds date because any condition precedent herein specified shall not have been met, return the amounts so received to the account designated in writing by ▇▇▇▇▇▇▇▇ respective Lenders. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Term received notice from a Lender prior to the date of any Borrowing that such Lender does will not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Term Lender has made such amount portion available to the Administrative Agent on such the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may (but shall not be obligated to)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 corresponding amount is Lender shall not in fact have made such portion available to the Administrative Agent by Agent, such Lender, Lender and the Borrower severally agree to repay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefortogether with interest thereon, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was is made available by to the Borrower to but excluding the date such amount is repaid to the Administrative Agent to Borrower until at (i) in the date such corresponding amount is recovered by case of the Administrative AgentBorrower, at a rate per annum equal to the interest rate applicable to the Term Loans comprising such Borrowing at the time and (iii) if recovered from in the case of such Term Lender, for the greater of first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate plus the Applicable Percentage for ABR Term Loans. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement and (or, with respect x) the Borrower’s obligation to an Alternative Currency, overnight rate determined by repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and (y) if the Borrower pays such amount to the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate amount so paid shall constitute a repayment of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure such Borrowing by such Lender amount. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to make request any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the Term Loans hereunderLoan Maturity Date.

Term Loans. No (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their Term Loan Commitments; provided, however, that the failure of any Lender to make any Term 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 Term Loan required to be made by such other Lender). (b) Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of ABR Term Loans or Eurodollar Term Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Term Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and (ii) not less than $5,000,000; provided, further, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at any 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) Each Lender shall make each Term 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 1:00 P.M. (p.m., New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds shall promptly credit the amounts so received by it in like funds as received to an account designated by the Administrative Agent by wire transfer of Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such funds date because any condition precedent herein specified shall not have been met, return the amounts so received to the account designated in writing by ▇▇▇▇▇▇▇▇ respective Lenders. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender received notice from a Lender, prior to the proposed date of any Borrowing that such Lender does will not intend to make available to the Administrative Agent such Term Lender’s portion share of any Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Term Lender has made such amount share available to the Administrative Agent on such date of Borrowing in accordance with Section 2.03 and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If In such corresponding amount is event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent by such LenderAgent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand thereforwith interest thereon, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of for each day from and including the date such corresponding amount was is made available by to the Administrative Agent Borrower to Borrower until but excluding the date such corresponding amount is recovered by of payment to the Administrative Agent, at a rate per annum equal to (i) if recovered from in the case of a payment to be made by such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation compensation, and (ii) if recovered from in the case of a payment to be made by the Borrower, the interest rate of interest applicable to ABR Term Loans. If the relevant 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 pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Term Loan included in such Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 Any payment by the Borrower shall be deemed without prejudice to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which claim the Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender that shall have failed to make Term Loans hereundersuch payment to the Administrative Agent.

Term Loans. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing, each Term Lender with Subject to adjustment as a Term Loan Commitment result of the relevant Tranche will make available its pro rata portion (determined application of prepayments in accordance with the order of priority set forth in Section 2.07) 2.05 solely to the extent of each such Borrowing requested to be made on such date. All any such amounts will applied to the prepayment of Term Loans, the Term Loans shall be made available in Dollars due and in immediately available funds at the Notice Officepayable, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds Borrower shall repay to the account designated in writing Term Lenders quarterly on the first Business Day of each month of January, April, July, and October occurring until the Maturity Date with respect to the Term Facility, commencing with the first such payment date on January 1, 2020, an amount equal to 2.50% of the aggregate principal amount of all Term Loans made by ▇▇▇▇▇▇▇▇ all Term Lenders under Section 2.01(a), unless accelerated sooner pursuant to Section 8.02; provided, however, that (including i) the final principal repayment installment of the Term Loans shall be repaid on the Maturity Date for the Term Facility and in any Notice of Borrowing) from time to time. Unless the Administrative Agent event shall have been notified by any Term Lender prior be in an amount equal to the date aggregate principal amount of any Borrowing that such Lender does not intend to make available to the Administrative Agent such all Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent Loans outstanding on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) (A) if recovered from Borrowerany principal repayment installment to be made by the Borrower (other than principal repayment installments on Eurocurrency Rate Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the rate next succeeding Business Day, and such extension of time shall be reflected in computing interest applicable or fees, as the case may be and (B) if any principal repayment installment to be made by the Borrower on a Eurocurrency Rate Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the relevant Borrowingnext succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, as determined pursuant to Section 2.08. Nothing in this Section 2.04 which event such principal repayment installment shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunderdue on the immediately preceding Business Day.

Term Loans. No later than 1:00 P.M. (New York City timea) Subject to the terms and conditions set forth in the Original Credit Agreement, on the date specified in each Notice of BorrowingClosing Date, each Term Lender with a B Term Loan Commitment made B Term Loans (as defined in the Original Credit Agreement) to Borrower in an aggregate principal amount equal to such Lender’s Pro Rata Share of the relevant Tranche will make available its pro rata portion B Term Loan Amount. (determined in accordance with Section 2.07b) of each such Borrowing requested to be made on such date. [Reserved]. (c) All such amounts will be made available in Dollars and in immediately available funds at the Notice Officeprincipal of, interest on, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount other amounts payable in respect of the 2020 Initial Term Loans shall constitute Obligations. Any principal amount of the 2020 Initial Term Loans that is repaid or prepaid may not be reborrowed. The outstanding unpaid principal balance and all accrued and unpaid interest on the 2020 Initial Term Loans (including, in each day from case, the date unpaid principal balance of any installment due prior to such corresponding amount was made available by date) shall be due and payable on the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to earlier of (i) if recovered from such the 2020 Initial Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation Loan Maturity Date and (ii) if recovered from Borrowerthe date of the acceleration of the 2020 Initial Term Loans in accordance with the terms hereof. (d) All principal of, interest on, and other amounts payable in respect of the 2020 Buyback Term Loans shall constitute Obligations. Any principal amount of the 2020 Buyback Term Loans that is repaid or prepaid may not be reborrowed. The outstanding unpaid principal balance and all accrued and unpaid interest on the 2020 Buyback Term Loans (including, in each case, the rate unpaid principal balance of any installment due prior to such date) shall be due and payable on the earlier of (i) the 2020 Buyback Term Loan Maturity Date and (ii) the date of the acceleration of the 2020 Buyback Term Loans in accordance with the terms hereof. (e) All principal of, interest applicable to on, and other amounts payable in respect of the relevant BorrowingOther Term Loans of a given Tranche shall constitute Obligations. Any principal amount of the Other Term Loans of a given Tranche that is repaid or prepaid may not be reborrowed. The outstanding unpaid principal balance and all accrued and unpaid interest on the Other Term Loans of a given Tranche shall be due and payable on the earlier of (i) the maturity date for such Tranche of Other Term Loans provided in the Refinancing Amendment or Loan Modification Offer, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make applicable, and (ii) the date of the acceleration of the Other Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunderTranche in accordance with the terms hereof.

Term Loans. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇Borr▇▇▇▇ (including ▇▇cluding in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ Term ▇▇▇▇▇▇ as ▇▇ a result of any failure by such Lender to make Term Loans hereunder.

Term Loans. No later than 1:00 P.M. (New York City timea) on Term Loans shall be made as part of a Borrowing consisting of Term Loans made by the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined Lenders ratably in accordance with Section 2.07) the amounts set forth in Schedule 2.1; provided, however, that the failure of each such Borrowing requested any Lender to make any Term 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 Term Loan required to be made by such other Lender). The Term Loans comprising any Borrowing shall be (i) in the case of LIBOR Loans, in an aggregate principal amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) in the case of ABR Loans, in an aggregate principal amount that is an integral multiple of $500,000 and not less than $5,000,000. (b) Each Borrowing shall be comprised entirely of LIBOR Loans or ABR Loans, as the Borrower may request pursuant to Section 2.4 or 2.5, as applicable. Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement and the applicable Term Note. Borrowings of more than one Interest Rate Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in an aggregate of more than 9 separate Borrowings being outstanding hereunder at any one time. For purposes of the calculation required by the immediately preceding sentence, LIBOR Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowing, and all Borrowings of a single Interest Rate Type made on a single date shall be considered a single Borrowing if such date. All such amounts will Borrowings have a common Interest Period. (c) Subject to Section 2.6, each Lender shall make the Term Loan to be made by it hereunder on the proposed date thereof by making funds available in Dollars and in immediately available funds at the Notice Office, and offices of the Administrative Agent's Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Bank Services Department, 1 Chase ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇, for credit to Cendant Corporation Clearing Account, Account No. 144812905 (Reference: Cendant Corporation Term Loan Agreement dated as a result of February 9, 1999) no later than 1:00 P.M. New York City time in Federal or other immediately available funds. Upon receipt of the funds to be made available by the Lenders to fund any failure Borrowing hereunder, the Administrative Agent shall disburse such funds by such Lender to make depositing them into an account of the Borrower maintained with the Administrative Agent. Term Loans hereundershall be made by all the Lenders pro rata in accordance with Section 2.1 and this Section 2.2. (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans. No later than 1:00 P.M. (New York City timei) On the terms and subject to the conditions contained in this Agreement, on the date specified Closing Date each Lender severally, but not jointly, agrees to make loans (each a “Term Loan”) in each Notice of Borrowing, each Term Lender with Dollars to the Borrowers in a maximum amount not to exceed such Lender’s Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice OfficeCommitment, and the Administrative Agent will make aggregate of all funds so received by it Commitments in like funds as received by the Administrative Agent by wire transfer of such funds a maximum aggregate amount not to exceed $19,640,000. Advances related to the account designated in writing by ▇▇▇▇▇▇▇▇ Capital Improvement Holdback shall be made pursuant to Section 2.1(b)(i). Amounts of Term Loans repaid may not be reborrowed. (including in any Notice of Borrowingii) from time to time. Unless Each Lender shall, before 11:00 a.m. on the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to Closing Date, make available to the Administrative Agent in same day funds by wire transfer, such Term Lender’s portion Pro Rata Share of any Borrowing to be made the Term Loans. Upon fulfillment or due waiver on such datethe Closing Date, of the applicable conditions set forth in Section 3.1, the Administrative Agent shall make such funds available to the Borrower. (iii) The Administrative Agent may assume that such Term each Lender has made such amount payment available to the Administrative Agent on the Closing Date such date of Borrowing payment is required to be made in accordance with this Article II and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, make available to the Borrower a corresponding amounton such date its Pro Rata Share of the Term Loans. If such corresponding amount is Any Lender that shall not in fact have made available to the Administrative Agent by any portion of its Pro Rata Share of the Term Loans described above (any such Lender, the Administrative Agent shall be entitled a “Non-Funding Lender”) agrees to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from together with interest thereon (such Term Lender or Borrower interest on amount plus such corresponding amount in respect of interest, the “Non-Funded Amount”), for each day from the date such corresponding amount was is made available by to the Administrative Agent to Borrower until the date such corresponding amount is recovered repaid to the Administrative Agent (either by such Non-Funding Lender or by a Substitute Lender under Section 2.12), at the Federal Funds Rate for the first Business Day and thereafter at the interest rate applicable at the time to such Term Loan. Such repayment shall then constitute the funding of the corresponding Term Loan (including any Loan deemed to have been made hereunder with such payment) or participation. In the event a Non-Funding Lender fails to pay the Non-Funded Amount, the Administrative Agent shall have the right, but not the obligation, to become a Substitute Lender pursuant to Section 2.12 and increase its Commitment by the Non-Funded Amount, in which case such Non-Funded Amount shall constitute a funding by Administrative Agent of the corresponding Term Loan. If Administrative Agent chooses not to become a Substitute Lender for the Non-Funded Amount, it shall notify Borrowers of such Lender’s failure to make payment hereunder. Borrower agrees to repay to the Administrative Agent the Non-Funded 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 a the interest rate per annum equal applicable to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by Obligation that would have been created when the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable made available such amount to the relevant BorrowingBorrower had such Lender made a corresponding payment available; provided, as determined pursuant however, that such payment shall not relieve such Lender of any obligation it may have to Section 2.08. Nothing in this Section 2.04 the Borrower.Such repayment by Borrower shall be deemed to made not later than 30 days following the receipt of such notice. The existence of any Non-Funding Lender shall not relieve any Term other Lender from of its obligation to make Term Loans hereunder or to prejudice obligations under any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result Loan Document, but no other Lender shall be responsible for the failure of any failure by such Non-Funding Lender to make Term Loans hereunderany payment required under any Loan Document.

Term Loans. No later than 1:00 P.M. Any Incremental Revolving Credit Commitments, Incremental Term Loan Commitments, Reinstated Revolving Credit Commitments or Tranche B-3 Term Loan Commitments are sometimes referred to herein as “New Commitments”. The notice in respect of any such request shall specify (A) the date (each, a “New York City timeEffective Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than five Business Days after the date specified on which such notice is delivered to the Agent (or such shorter period as the Agent may agree) and (B) the identity of each Lender or Affiliate or Approved Fund of a Lender or other Person that is consented to by the Agent (such consent not to be unreasonably withheld or delayed) to whom the Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations; provided, that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in each Notice its sole discretion, to provide such Commitment. Such New Commitments shall become effective as of Borrowing, each Term Lender with a the applicable New Effective Date; provided that (1) no Default or Event of Default shall exist on such New Effective Date before or after giving effect to such New Commitments; (2) in the case of Incremental Revolving Credit Commitments and Incremental Term Loan Commitment Commitments only, on such New Effective Date, after giving pro forma effect to the funding of all Loans under such Incremental Revolving Credit Commitments and the application of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each proceeds thereof as if such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, Loans were incurred and the Administrative Agent will make proceeds thereof so applied on the first day of the most recently ended four full fiscal quarter period for which internal financial statements are available (assuming for this purpose that all funds so received by it in like funds as received loans committed thereunder had been fully funded on the first day of such period) and giving pro forma effect to all acquisitions made by the Administrative Agent by wire transfer Co-Borrowers and their Subsidiaries at any time during such four fiscal quarter period or at any time thereafter as if such acquisitions had been completed on the first day of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such dateperiod, the Administrative Agent may assume that Borrower could incur $1.00 of additional Indebtedness under Section 6.01(a) as of such Term Lender has made such amount available to New Effective Date (and for this purpose the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover rely conclusively upon a certificate as to satisfaction of the condition set forth in this clause (2) delivered to it by a Financial Officer of the Borrower); (3) the New Commitments shall be effected pursuant to one or more New Facility Joinder Agreements executed and delivered by the Borrower to the Agent and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.15(e); (4) the Co-Borrowers shall make any payments required pursuant to Section 2.14 in connection with any such corresponding amount Incremental Revolving Credit Commitments or Incremental Term Loan Commitments; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. Any Term Loans made pursuant to Incremental Term Loan Commitments or Tranche B-3 Term Loan Commitments that become effective on demand from such a New Effective Date (and any Term Lender. If such Loans the maturity of which is extended pursuant to an Extension Agreement) shall be designated a separate series (a “Series”) of Term Lender does not pay such corresponding amount forthwith upon Loans for all purposes of this Agreement (and, for the Administrative Agent’s demand thereforavoidance of doubt, the Administrative Agent shall promptly notify Borrower Tranche B-1 Term Loans are hereby designated a separate Series and Borrower shall immediately pay such corresponding amount to the Administrative AgentTranche B-2 Term Loans are hereby designated a separate Series). The Administrative Agent also shall Once any New Commitments become effective as of their respective New Effective Dates in accordance with this Section 2.24(a), extensions of credit may be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount made thereunder in respect of each day from accordance with the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater terms of the Federal Funds Effective Rate (orapplicable New Facility Joinder Agreement without any additional conditions thereto provided that, with respect to an Alternative Currencyeach such extension of credit, overnight rate determined by each of the Administrative Agentconditions set forth in Sections 4.01(b) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (iic) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall must be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereundersatisfied.

Term Loans. No (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Term Loan Commitments; provided that the failure of any Lender to make its Term 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 Term Loan required to be made by such other Lender). (b) Subject to Sections 2.10 and 2.11, each Borrowing shall be comprised entirely of ABR Term Loans or Eurodollar Term Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Term Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five Eurodollar Borrowings outstanding 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) Each Lender shall make each Term 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 1:00 P.M. 12:00 (noon), New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds shall promptly credit the amounts so received to an account as directed by it Borrower in like funds as received by the applicable Borrowing Request maintained with the Administrative Agent by wire transfer of or, if a Borrowing shall not occur on such funds date because any condition precedent herein specified shall not have been met, return the amounts so received to the account designated in writing by ▇▇▇▇▇▇▇▇ respective Lenders. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Term received notice from a Lender prior to the date (in the case of any Eurodollar Borrowing), and at least 2 hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender does will not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Term Lender has made such amount portion available to the Administrative Agent on at the time of such date of Borrowing in accordance with paragraph (c) above, and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such corresponding amount is Lender shall not in fact have made such portion available to the Administrative Agent by Agent, each of such Lender, Lender and Borrower severally agrees to repay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefortogether with interest thereon, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was is made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by repaid to the Administrative Agent, Agent at a rate per annum equal to (i) if recovered from in the case of Borrower, the interest rate applicable at the time to the Term Loans comprising such Term Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable compensation. If such Lender shall repay to the relevant BorrowingAdministrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement, and 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, 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 Term Loan Maturity Date or Incremental Term Loan Maturity Date, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunderapplicable.

Term Loans. No later than 1:00 P.M. (New York City timea) As of the Restatement Date, the aggregate outstanding principal amount of the “Term Loans” (under and as defined in the Existing Credit Agreement) and unpaid accrued interest thereon is set forth on Schedule 2.1 (together with any other accrued and unpaid fees thereon, the “Outstanding Term Loan Obligations”). The Outstanding Term Loan Obligations are held by the Existing Lenders in the amounts set forth on Schedule 2.1. Subject to the terms of this Agreement and in reliance on the date specified in each Notice representations and warranties of Borrowingthe Borrower herein, each Term Lender with a of the parties hereto hereby agrees (A) that (other than any amounts repaid on the Restatement Date) the Outstanding Term Loan Commitment of Obligations shall be, from and following the relevant Tranche will make available its pro rata portion Restatement Date, continued and reconstituted as the Term Loans (determined in accordance with Section 2.07as defined below) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at interest and fees, as applicable, under this Agreement and (B) that concurrently therewith, the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ Existing Lenders (including in other than any Notice of Borrowing) from time to time. Unless the Administrative Agent shall Existing Lenders that have been notified by any Term Lender prior to repaid in full on or before the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing Restatement Date) have assigned and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by hereby direct the Administrative Agent to Borrower until re-allocate all such preexisting loans (other than any amounts repaid on the date Restatement Date) and commitments among themselves and to the Lenders, such corresponding amount is recovered by that, after giving effect to the Administrative Agenttransactions contemplated hereby, at a rate per annum equal the Loans and Commitments shall be allocated among the Lenders as set forth in Schedule 1, and (C) that the Lenders shall make additional advances in respect of the Term Loans as set forth below. (b) Subject to the terms and conditions hereof, each Lender agrees (iA) if recovered from that all of the Outstanding Term Loan Obligations owed to such Term Lender, the greater of the Federal Funds Effective Rate (orif any, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) shall remain outstanding and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any be continuing Term Lender from its obligation Loans (subject to the reallocations and adjustments required pursuant to clause (b)(i) above) and (B) to make an additional Term Loans Loan (collectively with the Outstanding Term Loan Obligations, the “Term Loans”) on the Restatement Date to Borrower in an incremental amount equal to the principal amount of its Term Loan Commitment less the amount of its Outstanding Term Loan Obligations (if any) as set forth on Schedule 2.1. The obligations of each Lender hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereundershall be several and not joint.

Term Loans. No later than 1:00 P.M. (New York City timei) As of the Restatement Date, the aggregate outstanding principal amount of the “Term Loans” (under and as defined in the Existing Credit Agreement) is set forth on Schedule 2.1 (together with all unpaid accrued interest and any unpaid fees thereon, the “Outstanding Term Loan Obligations”). The principal amounts of the Outstanding Term Loan Obligations are held by the Existing Lenders in the amounts set forth on Schedule 2.1. Subject to the terms of this Agreement and in reliance on the date specified in each Notice representations and warranties of Borrowingthe Borrower herein, each Term Lender with a of the parties hereto hereby agrees (A) that (other than any amounts repaid on the Restatement Date) the Outstanding Term Loan Commitment of Obligations shall be, from and following the relevant Tranche will make available its pro rata portion Restatement Date, continued and reconstituted as the Term Loans (determined in accordance with Section 2.07as defined below) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at interest and fees, as applicable, under this Agreement and (B) that concurrently therewith, the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ Existing Lenders (including in other than any Notice of Borrowing) from time to time. Unless the Administrative Agent shall Existing Lenders that have been notified by any Term Lender prior to repaid in full on or before the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing Restatement Date) have assigned and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by hereby direct the Administrative Agent to Borrower until re-allocate all such preexisting loans (other than any amounts repaid on the date Restatement Date) and commitments among themselves and to the Lenders, such corresponding amount is recovered by that, after giving effect to the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lendertransactions contemplated hereby, the greater Loans and Commitments shall be allocated among the Lenders as set forth in Schedule 1, and (C) that the Lenders shall make additional advances in respect of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and Term Loans as set forth below. (ii) if recovered from Borrower, the rate of interest applicable Subject to the relevant Borrowingterms and conditions hereof, as determined pursuant each Lender agrees (A) that all of the Outstanding Term Loan Obligations owed to Section 2.08. Nothing in this Section 2.04 such Lender, if any, shall remain outstanding, (B) the principal amount of such Outstanding Term Loan Obligations shall be deemed to relieve any be continuing Term Lender from its obligation Loans (subject to the reallocations and adjustments required pursuant to clause (b)(i) above), (C) all of the Outstanding Term Loan Obligations consisting of interest and fees that are not paid on the Restatement Date, shall be continued as interest and fees hereunder and shall be payable on the dates set forth hereunder, and (D) to make an additional Term Loans Loan (collectively with the Outstanding Term Loan Obligations, the “Term Loans”) on the Restatement Date to Borrower in an incremental amount equal to the principal amount of its Term Loan Commitment less the amount of its Outstanding Term Loan Obligations (if any) as set forth on Schedule 2.1. The obligations of each Lender hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereundershall be several and not joint.

Term Loans. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Payment Office, and the Administrative Agent will make all funds available to the Borrower at the Payment Office the aggregate of the amounts so received by it in like funds as received made available by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to timeLenders. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender▇▇▇▇▇▇’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender ▇▇▇▇▇▇ has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the overnight Federal Funds Effective Rate (or, with respect for the first three days and at the interest rate otherwise applicable to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation such Term Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.082.09. Nothing in this Section 2.04 2.04(a) shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ Lender as a result of any failure by such Lender to make Term Loans hereunder.

Term Loans. No later (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Term Loan Commitments; provided, however, that the failure of any Lender to make any Term Loan shall not 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 Term Loan required to be made by such other Lender). The Term Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than 1:00 P.M. the Minimum Threshold. (b) Subject to Sections 2.02(e), 2.08 and 2.15, all Term Loans shall be made as ABR Term Loans or Eurodollar Term Loans. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than eight Eurodollar Borrowings outstanding hereunder at any time. (c) Each Lender shall make each Term 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 time) on as the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, Administrative Agent may designate not later than 11:00 a.m. and the Administrative Agent will make all funds shall promptly wire transfer the amounts so received by it in like funds as received to an account designated by the Administrative Agent by wire transfer of Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such funds date because any condition precedent herein specified shall not have been met, return the amounts so received to the account designated in writing by ▇▇▇▇▇▇▇▇ respective Lenders. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Term received notice from a Lender prior to the date of any Borrowing that such Lender does will not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Term Lender has made such amount portion available to the Administrative Agent on such the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may (but shall not be obligated to)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 corresponding amount is Lender shall not in fact have made such portion available to the Administrative Agent by Agent, such Lender, Lender and the Borrower severally agree to repay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefortogether with interest thereon, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was is made available by to the Borrower to but excluding the date such amount is repaid to the Administrative Agent to Borrower until at (i) in the date such corresponding amount is recovered by case of the Administrative AgentBorrower, at a rate per annum equal to the interest rate applicable to the Term Loans comprising such Borrowing at the time and (iii) if recovered from in the case of such Term Lender, for the greater of first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate plus the Applicable Percentage for ABR Term Loans. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement and (or, with respect x) the Borrower’s obligation to an Alternative Currency, overnight rate determined by repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and (y) if the Borrower pays such amount to the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate amount so paid shall constitute a repayment of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure such Borrowing by such Lender amount. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to make request any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the Term Loans hereunderLoan Maturity Date.

Term Loans. No later than 1:00 P.M. (New York City time) The Borrower shall repay to the Lenders on the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment Facility Maturity Date the aggregate principal amount of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be all Term Loans made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made Borrower capitalized as principal outstanding on such date, the Administrative Agent may assume that such Term Lender has made such amount available subject to any subordination terms set forth herein. (a) Subject to the Administrative Agent on such date provisions of Borrowing and the Administrative Agent may subsection (but b) below, (i) each Eurocurrency Rate Loan shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower bear interest on such corresponding the outstanding principal amount in respect of thereof for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans; and (iv) on and after the Amendment No. 16 Effective Date, each Term Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Fixed Rate. (i) if recovered from If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such Term Lenderamount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Requirements of Law. (i) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Requirements of Law. (ii) Upon the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses 2.08(b)(i) and (b)(ii) above), the greater Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Federal Funds Effective Default Rate to the fullest extent permitted by applicable Requirements of Law. (or, with respect to an Alternative Currency, overnight rate determined by iii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon the demand of the Administrative Agent. (c) Interest on each Loan shall be due and a rate determined by the Administrative Agent payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with banking rules on interbank compensation the terms hereof before and (ii) if recovered from Borrowerafter judgment, and before and after the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result commencement of any failure by such Lender to make Term Loans hereunderproceeding under any Debtor Relief Law.

Term Loans. No later than 1:00 P.M. (New York City timea) on Subject to the date specified in each Notice of Borrowingterms and conditions hereof, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend agrees to make available to Borrowers from time to time until the Administrative Commitment Termination Date its Pro Rata Share Available of up to five term loans (each, a "Term Loan"). Any Lender's Pro Rata Share Outstanding of all Term Loans shall not exceed such Lender's Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow under this Section 1.1 (a) once for each Facility owned by any Borrower; provided that the amount of the Term Loan for any Facility shall not exceed Borrowing Availability and the following conditions have been satisfied or provided for in a manner satisfactory to Agent or waived in writing by Agent, as of the funding date of such Term Lender’s portion Loan: (i) the Collateral Documents and other Loan Documents related to such Term Loan shall have been duly executed by and delivered to the applicable Borrower, each other Credit Party signatory hereto, Agent and Lenders; and Agent shall have received such documents, instruments, agreements and legal opinions as Agent shall reasonably request in connection with such Term Loan and such Facility, including those listed in the Facility Funding Checklist, each in form and substance reasonably satisfactory to Agent; (ii) Agent shall have received (A) satisfactory evidence that the Credit Parties and LTF have obtained all required consents and approvals of any Borrowing all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of the Loan Documents and Related Transactions Documents related to such Facility and such Term Loan or (B) officer's certificates in form and substance reasonably satisfactory to Agent affirming that no such consents or approvals are required; (iii) Agent shall have received satisfactory evidence that such Facility's Initial Fixed Charge Ratio is not less than 1.00 to 1.00 calculated as of the Term Loan funding date and as of the last day of the Fiscal Month including the Term Loan funding date, that such Facility's membership level is not less than 3500 members as of the Term Loan funding date, and that after giving effect to such Term Loan the aggregate principal amount of the Term Loans would not exceed the Maximum Amount; (iv) the Credit Parties shall have reimbursed Agent for all reasonable fees, costs and expenses related to such Term Loan presented as of the Term Loan funding date; (v) Agent shall have completed its business and legal due diligence with respect to such Facility with results reasonably satisfactory to Agent; and (vi) Agent shall have received satisfactory evidence that the applicable Borrower is Solvent. (b) Each Term Loan advance made after the Closing Date shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Agent identified in Schedule 1.1 (b) at the address specified therein. Any such datenotice must be given at least thirty days prior to the proposed funding date of the applicable Term Loan. Each such notice (a "Notice of Borrowing") must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit 1.1(b), and shall include the information required in such Exhibit and such other information as may be required by Agent. (c) Except as provided in Section 1.8, the Administrative Agent may assume that such Term applicable Borrower shall execute and deliver to each Lender has made such amount available a promissory note to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by evidence such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, 's Pro Rata Share Advanced with respect to an Alternative Currency, overnight rate determined by any Term Loan advanced to such Borrower (the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08"Notes"). Nothing in this Section 2.04 Each Note shall be deemed to relieve any substantially in the form of Exhibit 1.1(c), dated the funding date of the applicable Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result Loan and in the original principal amount of any failure by such Lender to make Term Loans hereunder.the applicable Lender's Pro

Term Loans. No later Each Term Borrower may, upon (i) at least three Business Days’ prior notice in the case of Eurocurrency Rate Loans or BA Rate Loans or (ii) at least one Business Day’s prior notice in the case of Base Rate Loans, in each case, to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of its Term Loans, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by any Term Borrower other than 1:00 P.M. on the last day of an Interest Period for such Loan, such Term Borrower shall also pay any amounts owing pursuant to Section 2.14(e) (New York City timeBreakage Costs); and, provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold. Substantially concurrent with any such partial prepayment by any Term Borrower, the other Term Borrowers shall also prepay their Term Loans in accordance with this Section 2.8(b) such that the aggregate prepayment made at such time shall be pro rata among the Tranche B Loans; provided, that any such partial prepayment shall be applied to the remaining installments (on a pro rata basis among Term Loans being repaid) specified by any such Term Borrower of the outstanding principal amount of the Term Loans of such Term Borrower to be repaid; provided, further that, if any such Term Borrower does not specify which installments such prepayment is to be applied to, such prepayment shall be applied to the remaining installments of the outstanding principal amount of the Term Loans of such Term Borrower to be repaid in the order of their maturities. Notwithstanding the requirements of the immediately preceding sentence, any Term Borrower may make a prepayment with respect to its Term Loans which is not accompanied by substantially concurrent prepayments by the other Term Borrowers, to the extent that the aggregate amount of non-pro rata prepayments made pursuant to this Section 2.8(b), together with the aggregate non-pro rata prepayments made pursuant to Section 2.8(c) (Discounted Term Loan Prepayments) (determined without giving any effect to any discounts pursuant to Section 2.8(c) (Discounted Term Loan Prepayments)), shall not exceed $150,000,000. Upon the giving of such notice of prepayment, the principal amount of the Term Loans specified to be prepaid shall become due and payable on the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each for such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunderprepayment.

Term Loans. No later On the Revolving Commitment Termination Date (unless such date shall occur as a result of clause (c) of the definition thereof) and upon receipt of a Borrowing Request no less than 1:00 P.M. ten (New York City time10) on days prior to the date specified in each Notice of BorrowingRevolving Commitment Termination Date, each Term Lender with outstanding Revolving Loan will convert into a Term Loan Commitment of like amount. No amounts paid or prepaid with respect to the Term Loan may be reborrowed; provided, however, that Loans may be converted and continued, at the election of Borrower, if not earlier prepaid, through the Maturity Date. Eurodollar Loans for which the Interest Period shall not have terminated as of the relevant Tranche will make available its pro rata portion (determined in Revolving Commitment Termination Date shall be continued as Eurodollar Loans for the applicable Interest Period and ABR Loans shall be continued as ABR Loans after the Revolving Commitment Termination Date, unless Borrower shall have elected otherwise by delivery of a Borrowing Request. In accordance with Section 2.07) of each such Borrowing requested 2.7, Borrower may elect to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds convert Borrowings pursuant to the account designated Term Commitments into Borrowings of a different Type or to continue such Borrowings and, in writing by ▇▇▇▇▇▇▇▇ (including in any Notice the case of a Eurodollar Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing , may elect Interest Periods therefor; provided that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but Borrower shall not be obligated to), in reliance upon such assumption, make available entitled to Borrower a corresponding amountelect to convert or continue any Borrowings if the Interest Period requested with respect thereto would end after the Maturity Date. If such corresponding amount is Any principal repayments received on the Revolving Commitment Termination Date for Revolving Loans not in fact made available to the Administrative Agent by such Lender, the Administrative Agent converted into Term Loans shall be entitled applied first to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand thereforABR Loans and, the Administrative Agent shall promptly notify Borrower and after ABR Loans have been paid in full, to Eurodollar Loans, unless Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by have otherwise instructed the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrowerwriting. Upon a Lender making such Term Loan, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 such Lender shall be deemed to relieve any Term Lender from its obligation have no further Commitment to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunderadditional Loans.

Term Loans. No later Each Term Borrower may, upon (i) at least three Business Days’ prior notice in the case of Eurocurrency Rate Loans or BA Rate Loans or (ii) at least one Business Day’s prior notice in the case of Base Rate Loans, in each case, to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of its Term Loans, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by any Term Borrower other than 1:00 P.M. on the last day of an Interest Period for such Loan, such Term Borrower shall also pay any amounts owing pursuant to Section 2.14(e) (New York City timeBreakage Costs); and, provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold. Substantially concurrent with any such partial prepayment by any Term Borrower, the other Term Borrowers shall also prepay their Term Loans in accordance with this Section 2.8(b) such that the aggregate prepayment made at such time shall be pro rata among the Tranche B Loans and Incremental Term Loans; provided, that any such partial prepayment shall be applied to the remaining installments (on a pro rata basis among Term Loans being repaid) specified by any such Term Borrower of the outstanding principal amount of the Term Loans of such Term Borrower to be repaid; provided, further that, if any such Term Borrower does not specify which installments such prepayment is to be applied to, such prepayment shall be applied to the remaining installments of the outstanding principal amount of the Term Loans of such Term Borrower to be repaid in the order of their maturities. Notwithstanding the requirements of the immediately preceding sentence, any Term Borrower may make a prepayment with respect to its Term Loans which is not accompanied by substantially concurrent prepayments by the other Term Borrowers, to the extent that the aggregate amount of non-pro rata prepayments made pursuant to this Section 2.8(b), together with the aggregate non-pro rata prepayments made pursuant to Section 2.8(c) (Discounted Term Loan Prepayments) (determined without giving any effect to any discounts pursuant to Section 2.8(c) (Discounted Term Loan Prepayments)), shall not exceed $150,000,000. Upon the giving of such notice of prepayment, the principal amount of the Term Loans specified to be prepaid shall become due and payable on the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each for such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunderprepayment.

Term Loans. No (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Term Loan Commitments; provided that the failure of any Lender to make any Term 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 Term Loan required to be made by such other Lender). (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Term Loans or Eurodollar Term Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option shall not affect the obligation of the Lender to make such Term Loan and Borrower to repay such Term Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than three Eurodollar Borrowings outstanding 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) Each Lender shall make each Term 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 1:00 P.M. (11:00 a.m., New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds shall promptly credit the amounts so received to an account as directed by it Borrower in like funds as received by the applicable Borrowing Request maintained with the Administrative Agent by wire transfer of or, if a Borrowing shall not occur on such funds date because any condition precedent herein specified shall not have been met, return the amounts so received to the account designated in writing by ▇▇▇▇▇▇▇▇ respective Lenders. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Term received notice from a Lender prior to the date of any Borrowing that such Lender does will not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Term Lender has made such amount portion available to the Administrative Agent on such the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such corresponding amount is Lender shall not in fact have made such portion available to the Administrative Agent by Agent, such Lender, Lender agrees to repay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefortogether with interest thereon, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was is made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by repaid to the Administrative Agent, Agent at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable compensation. If such Lender shall repay to the relevant BorrowingAdministrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as determined part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to Section 2.08. Nothing in this Section 2.04 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, Borrower shall not be deemed entitled to relieve any Term Lender from its obligation to make Term Loans hereunder request, or to prejudice elect to convert or continue, any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunderBorrowing if the Interest Period requested with respect thereto would end after the Final Maturity Date.

Term Loans. No (a) Each Term Loan shall be made in Dollars as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Commitments; provided, however, that the failure of any Lender to make any Term 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 Term Loan required to be made by such other Lender). The Term Loans comprising any Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $2,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.08 and 2.15 each Borrowing shall be comprised entirely of the same Type or as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than eight Eurodollar Borrowings outstanding hereunder at any 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) Each Lender shall make each Term 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 1:00 P.M. (2:00 p.m., New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds shall promptly credit the amounts so received by it in like funds as received to an account designated by the Administrative Agent by wire transfer of Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such funds date because any condition precedent herein specified shall not have been met, return the amounts so received to the account designated in writing by ▇▇▇▇▇▇▇▇ respective Lenders. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Term received notice from a Lender prior to the date of any Borrowing that such Lender does will not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Term Lender has made such amount portion available to the Administrative Agent on such the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may (but shall not be obligated to)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 corresponding amount is Lender shall not in fact have made such portion available to the Administrative Agent by Agent, such Lender, Lender and the Borrower severally agree to repay to the Administrative Agent shall be entitled to recover forthwith on demand (but without duplication) such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefortogether with interest thereon, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was is made available by to the Borrower to but excluding the date such amount is repaid to the Administrative Agent to Borrower until at (i) in the date such corresponding amount is recovered by case of the Administrative AgentBorrower, at a rate per annum equal to the interest rate applicable at the time to the Term Loans comprising such Borrowing and (iii) if recovered from in the case of such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and to represent its cost of overnight or short-term funds (ii) if recovered from Borrower, the rate of interest applicable which determination shall be conclusive absent manifest error). If such Lender shall repay to the relevant BorrowingAdministrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as determined pursuant to Section 2.08part of such Borrowing for purposes of this Agreement. Nothing in this Section 2.04 Any payment by the Borrower shall be deemed without prejudice to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which claim the Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender that shall have failed to make Term Loans hereundersuch payment to the Administrative Agent.

Term Loans. No later than 1:00 3:00 P.M. (New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.072.08) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Payment Office, and the Administrative Agent will make all funds available to the Borrower at the Payment Office the aggregate of the amounts so received by it in like funds as received made available by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to timeTerm Lenders. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Term Lender does not intend to make available to the Administrative Agent such Term Lender▇▇▇▇ ▇▇▇▇▇▇’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender▇▇▇▇ ▇▇▇▇▇▇, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the overnight Federal Funds Effective Rate (or, with respect for the first three days and at the interest rate otherwise applicable to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation such Term Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.082.07. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any Term Lender as a result of any failure by such ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunder.

Term Loans. No later than 1:00 P.M. Subject to the terms and conditions hereof and in reliance upon the representations(a) and warranties set forth herein, each Term Loan Lender severally, but not jointly, agrees to make available to the Borrower (New York City timethrough the Administrative Agent) on the date specified in each Notice of Borrowing, each Closing Date such Term Lender with a Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the “Initial Term Loan”) in the aggregate principal amount of FOUR HUNDRED TWENTY-FIVE MILLION DOLLARS ($425,000,000) (the “Initial Term Loan Committed Amount”) for the purposes hereinafter set forth (such facility, the “Initial Term Loan Facility”). Upon receipt by the Administrative Agent of the relevant Tranche proceeds of the Initial Term Loan, such proceeds will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will then be made available in Dollars and in immediately available funds at to the Notice Office, and - 48- Borrower by the Administrative Agent will make all funds so received by it crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent (or by wire transfer crediting such other account(s) as directed by the Borrower). The Term Loans may consist of such funds to Alternate Base Rate Loans or LIBOR RateAdjusted Term SOFR Loans, or a combination thereof, as the account designated Borrower may request in writing by ▇▇▇▇▇▇▇▇ (including in any the Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available delivered to the Administrative Agent such prior to the Closing Date; provided, however, that the Initial Term Lender’s portion of any Borrowing to be Loan made on such datethe Closing Date may only consist of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, substantially in the Administrative Agent may assume that such Term Lender has made such amount available form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the Closing Date. LIBOR RateAdjusted Term SOFR Loans shall be made by each Term Loan Lender at its LIBOR Lending Officelending office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on such date of Borrowing and the Administrative Agent Term Loan may (but shall not be obligated toreborrowed. Repayment of Term Loan. (b) The principal amount of the Initial Term Loan shall be repaid in consecutive quarterly(i) installments on the last day of the fiscal quarters set forth below (and on the Term Loan Maturity Date), in reliance upon starting with the first full fiscal quarter following the Closing Date, based on the quarterly percentages of the original principal amount of the Initial Term Loan set forth on the table below (provided, however, if such assumption, make available to Borrower a corresponding amount. If such corresponding amount payment date is not in fact made available to the Administrative Agent by a Business Day, such Lender, the Administrative Agent payment shall be entitled due on the preceding Business Day), unless accelerated sooner pursuant to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. Section 7.2: Quarterly Amortization Payment Dates Amortization _ ___ Third Quarter of 2019 0.25% Fourth Quarter of 2019 0.25% First Quarter of 2020 0.25% Second Quarter of 2020 0.25% Third Quarter of 2020 0.25% Fourth Quarter of 2020 0.25% First Quarter of 2021 0.25% Second Quarter of 2021 0.25% Third Quarter of 2021 0.25% Fourth Quarter of 2021 0.25% First Quarter of 2022 0.25% Second Quarter of 2022 0.25% Third Quarter of 2022 0.25% Fourth Quarter of 2022 0.25% First Quarter of 2023 0.25% Second Quarter of 2023 0.25% Third Quarter of 2023 0.25% Fourth Quarter of 2023 0.25% First Quarter of 2024 0.25% Second Quarter of 2024 0.25% Third Quarter of 2024 0.25% Fourth Quarter of 2024 0.25% First Quarter of 2025 0.25% Second Quarter of 2025 0.25% Third Quarter of 2025 0.25% Fourth Quarter of 2025 0.25% First Quarter of 2026 0.25% Maturity Date The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater remaining outstanding principal of the Federal Funds Effective Rate (or, Initial Term Loan - 49- The outstanding principal amount of the Initial Term Loan and all accrued but unpaid interest and other amounts payable with respect to an Alternative Currencythe Initial Term Loan shall be repaid on the Term Loan Maturity Date. Repayment of Incremental Term B-1 Loans. The principal amount of the Incremental(ii) Term B-1 Loans shall be repaid in consecutive quarterly installments on the last day of the fiscal quarters set forth below (and on the Term Loan Maturity Date) based on the quarterly percentages of the original principal amount of the Incremental Term B-1 Loan set forth on the table below (provided, overnight rate determined by however, if such payment date is not a Business Day, such payment shall be due on the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrowerpreceding Business Day), the rate of interest applicable to the relevant Borrowing, as determined unless accelerated sooner pursuant to Section 2.08. Nothing in this Section 2.04 7.2: Quarterly Amortization Payment Dates Amortization Third Quarter of 2020 0.25% Fourth Quarter of 2020 0.25% First Quarter of 2021 0.25% Second Quarter of 2021 0.25% Third Quarter of 2021 0.25% Fourth Quarter of 2021 0.25% First Quarter of 2022 0.25% Second Quarter of 2022 0.25% Third Quarter of 2022 0.25% Fourth Quarter of 2022 0.25% First Quarter of 2023 0.25% Second Quarter of 2023 0.25% Third Quarter of 2023 0.25% Fourth Quarter of 2023 0.25% First Quarter of 2024 0.25% Second Quarter of 2024 0.25% Third Quarter of 2024 0.25% Fourth Quarter of 2024 0.25% First Quarter of 2025 0.25% Second Quarter of 2025 0.25% Third Quarter of 2025 0.25% Fourth Quarter of 2025 0.25% First Quarter of 2026 0.25% Maturity Date The remaining outstanding principal of the Incremental Term B-1 Loans The outstanding principal amount of the Incremental Term B-1 Loan and all accrued but unpaid interest and other amounts payable with respect to the Incremental Term B-1 Loan shall be deemed repaid on the Term Loan Maturity Date. Interest on a Term Loan. Subject to relieve any Term Lender from its obligation to make the provisions of Section 2.8, the Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ shall bear(c) interest as a result of any failure by such Lender to make Term Loans hereunder.follows:

Term Loans. No later (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Term Loan Commitments; provided, however, that the failure of any Lender to make any Term Loan shall not 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 Term Loan required to be made by such other Lender). The Term Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than 1:00 P.M. the Minimum Threshold. (b) Subject to Sections 2.02(e), 2.08 and 2.15, all Term Loans shall be made as ABR Term Loans or Eurodollar Term Loans. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than fifteen Eurodollar Borrowings outstanding hereunder at any time. (c) Each Lender shall make each Term 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 time) on as the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, Administrative Agent may designate not later than 11:00 a.m. and the Administrative Agent will make all funds shall promptly wire transfer the amounts so received by it in like funds as received to an account designated by the Administrative Agent by wire transfer of Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such funds date because any condition precedent herein specified shall not have been met, return the amounts so received to the account designated in writing by ▇▇▇▇▇▇▇▇ respective Lenders. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Term received notice from a Lender prior to the date of any Borrowing that such Lender does will not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Term Lender has made such amount portion available to the Administrative Agent on such the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may (but shall not be obligated to)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 corresponding amount is Lender shall not in fact have made such portion available to the Administrative Agent by Agent, such Lender, Lender and the Borrower severally agree to repay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefortogether with interest thereon, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was is made available by to the Borrower to but excluding the date such amount is repaid to the Administrative Agent to Borrower until at (i) in the date such corresponding amount is recovered by case of the Administrative AgentBorrower, at a rate per annum equal to the interest rate applicable to the Term Loans comprising such Borrowing at the time and (iii) if recovered from in the case of such Term Lender, for the greater of first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate plus the Applicable Percentage for ABR Term Loans. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement and (orx) the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease 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 request any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the(i) with respect to an Alternative Currencythe Non-Extended Term Loans, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation Non-Extended Term Loan Maturity Date, and (ii) if recovered from Borrowerwith respect to the Extended Term Loans, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Extended Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunderLoan Maturity Date.

Term Loans. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Notice Payment Office, and the Administrative Agent will make all funds available to the Borrower at the Payment Office the aggregate of the amounts so received by it in like funds as received made available by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to timeLenders. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the overnight Federal Funds Effective Rate (or, with respect for the first three days and at the interest rate otherwise applicable to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation such Term Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.082.09. Nothing in this Section 2.04 2.04(a) shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ Lender as a result of any failure by such Lender to make Term Loans hereunder.

Term Loans. (a) Subject to the terms and conditions of this Agreement, each Term Lender severally, and not jointly, agrees to make an advance of the Term Loan to the Borrowers (subject to the PR Borrowing Limit) on the Closing Date on a pro rata basis determined by its Applicable Term Percentage of the Term Loan, subject to adjustment for amounts outstanding under the Existing Agreement that are to remain outstanding as a portion of the Term Loan under this Agreement. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrowers may be reborrowed hereunder, and no subsequent Borrowing under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. (b) Not later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing, Closing Date each Term Lender with shall, pursuant to the terms and subject to the conditions of this Agreement and subject to adjustment for amounts outstanding under the Existing Agreement that are to remain outstanding as a portion of the Term Loan Commitment under this Agreement, make its Applicable Term Percentage of the relevant Tranche will make Term Loan available its pro rata portion (determined by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent's Office and shall be in accordance with Section 2.07) the form of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds in Dollars. The amount so received by it in like funds as received by the Administrative Agent by wire transfer of such funds shall, subject to the account designated terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to Sections 4.01 and 4.02, be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent Borrowers (subject to the PR Borrowing Limit) by such Lender, delivery of the Administrative Agent proceeds thereof as shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon directed by the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower Responsible Officer of SEI and Borrower shall immediately pay such corresponding amount reasonably acceptable to the Administrative Agent. The Administrative Agent also shall initial Borrowing of the Term Loan (including the portion of the Term Loan outstanding under the Existing Agreement prior to the Closing Date and to remain outstanding hereunder, but with a new Interest Period pursuant to Section 1.01(e)) may be entitled made as a Eurodollar Rate Loan so long as SEI delivers to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent irrevocable notice thereof, together with funding indemnity agreement reasonably satisfactory to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal not later than 11:00 a.m. three Business Days prior to (i) if recovered from such Term Lenderthe Closing Date. Otherwise, the greater of entire Term Loan shall be made or remain outstanding, as the Federal Funds Effective case may be, as a Base Rate Loan, subject to conversion after the Closing Date in accordance with a Term Loan Interest Rate Selection Notice delivered on the Closing Date pursuant to Section 4.01(a) (or, with respect to an Alternative Currencyif no Term Loan Interest Rate Selection Notice is so delivered on the Closing Date, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent thereafter in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunder2.03).

Term Loans. No later than 1:00 P.M. (New York City timea) on Term Loans shall be made as part of a Borrowing consisting of Term Loans made by the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined Lenders ratably in accordance with Section 2.07) the amounts set forth in Schedule 2.1; provided, however, that the failure of each such Borrowing requested any Lender to make any Term 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 Term Loan required to be made by such other Lender). The Term Loans comprising any Borrowing shall be (i) in the case of LIBOR Loans, in an aggregate principal amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) in the case of ABR Loans, in an aggregate principal amount that is an integral multiple of $500,000 and not less than $5,000,000. (b) Each Borrowing shall be comprised entirely of LIBOR Loans or ABR Loans, as the Borrower may request pursuant to Section 2.4 or 2.5, as applicable. Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement and the applicable Term Note. Borrowings of more than one Interest Rate Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in an aggregate of more than 9 separate Borrowings being outstanding hereunder at any one time. For purposes of the calculation required by the immediately preceding sentence, LIBOR Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowing, and all Borrowings of a single Interest Rate Type made on a single date shall be considered a single Borrowing if such date. All such amounts will Borrowings have a common Interest Period. (c) Subject to Section 2.6, each Lender shall make the Term Loan to be made by it hereunder on the proposed date thereof by making funds available in Dollars and in immediately available funds at the Notice Office, and offices of the Administrative Agent's Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Bank Services Department, 1 Chase ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇, for credit to Cendant Corporation Clearing Account, Account No. 144812905 (Reference: Cendant Corporation Credit Agreement dated as a result of May 29, 1998) no later than 1:00 P.M. New York City time in Federal or other immediately available funds. Upon receipt of the funds to be made available by the Lenders to fund any failure Borrowing hereunder, the Administrative Agent shall disburse such funds by such Lender to make depositing them into an account of the Borrower maintained with the Administrative Agent. Term Loans hereundershall be made by all the Lenders pro rata in accordance with Section 2.1 and this Section 2.2. (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans. No (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans of the same Type made by the Lenders ratably in accordance with their respective Term Loan Commitments; provided, however, that the failure of any Lender to make any Term Loan required to be made by it 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 Term Loan required to be made by such other Lender). (b) Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of ABR Term Loans or Eurodollar Term Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option shall (i) not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, (ii) not result in increased costs for the Borrower pursuant to Sections 2.14, 2.15, 2.16 or 2.20 and (iii) take into account the obligations of each Lender to mitigate increased costs pursuant to Section 2.21 hereof. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than 5 Eurodollar Borrowings outstanding hereunder at any 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) Each Lender shall make each Term 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 1:00 P.M. (11:00 a.m., New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds shall promptly credit the amounts so received by it in like funds as received to an account designated by the Administrative Agent by wire transfer of Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such funds date because any condition precedent herein specified shall not have been met, return the amounts so received to the account designated in writing by ▇▇▇▇▇▇▇▇ respective Lenders. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Term received notice from a Lender prior to the date of any Borrowing that such Lender does will not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Term Lender has made such amount portion available to the Administrative Agent on such the date of such Borrowing in accordance with paragraph (c) of this Section and the Administrative Agent may (but shall not be obligated to)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 corresponding amount is Lender shall not in fact have made such portion available to the Administrative Agent by Agent, such Lender, Lender and the Borrower severally agree to repay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefortogether with interest thereon, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was is made available by to the Borrower to but excluding the date such amount is repaid to the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from in the case of the Borrower, the interest rate applicable at the time to the Term Loans comprising such Term Borrowing (in lieu of interest which would otherwise become due to such Lender pursuant to Section 2.06) or (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and to represent its cost of overnight or short-term funds (ii) if recovered from Borrower, the rate of interest applicable which determination shall be conclusive absent clearly demonstrable error). If such Lender shall repay to the relevant BorrowingAdministrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as determined pursuant to Section 2.08. Nothing in part of such Borrowing for purposes of this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunderAgreement.

Term Loans. No later than 1:00 P.M. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally, but not jointly, agrees to make available to the Borrower (New York City timethrough the Administrative Agent) on the date specified in each Notice of Borrowing, each Closing Date such Term Lender with a Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the “Initial Term Loan”) in the aggregate principal amount of FOUR HUNDRED TWENTY-FIVE MILLION DOLLARS ($425,000,000) (the “Initial Term Loan Committed Amount”) for the purposes hereinafter set forth (such facility, the “Initial Term Loan Facility”). Upon receipt by the Administrative Agent of the relevant Tranche proceeds of the Initial Term Loan, such proceeds will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will then be made available in Dollars and in immediately available funds at to the Notice Office, and Borrower by the Administrative Agent will make all funds so received by it crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent (or by wire transfer crediting such other account(s) as directed by the Borrower). The Term Loans may consist of such funds to Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the account designated Borrower may request in writing by ▇▇▇▇▇▇▇▇ (including in any the Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available delivered to the Administrative Agent such prior to the Closing Date; provided, however, that the Initial Term Lender’s portion of any Borrowing to be Loan made on such datethe Closing Date may only consist of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, substantially in the Administrative Agent may assume that such Term Lender has made such amount available form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the Closing Date. LIBOR Rate Loans shall be made by each Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on such date of Borrowing and the Administrative Agent Term Loan may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunderreborrowed.

Term Loans. No later (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Term Loan Commitments; provided, however, that the failure of any Lender to make any Term Loan shall not 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 Term Loan required to be made by such other Lender). The Term Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than 1:00 P.M. the Minimum Threshold. (b) Subject to Sections 2.02(e), 2.08 and 2.15, all Term Loans shall be made as ABR Term Loans or Eurodollar Term Loans. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than eight Eurodollar Borrowings outstanding hereunder at any time. (c) Each Lender shall make each Term 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 time) on as the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, Administrative Agent may designate not later than 11:00 a.m. and the Administrative Agent will make all funds shall promptly wire transfer the amounts so received by it in like funds as received to an account designated by the Administrative Agent by wire transfer of Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such funds date because any condition precedent herein specified shall not have been met, return the amounts so received to the account designated in writing by ▇▇▇▇▇▇▇▇ respective Lenders. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Term received notice from a Lender prior to the date of any Borrowing that such Lender does will not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Term Lender has made such amount portion available to the Administrative Agent on such the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may (but shall not be obligated to)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 corresponding amount is Lender shall not in fact have made such portion available to the Administrative Agent by Agent, such Lender, Lender and the Borrower severally agree to repay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefortogether with interest thereon, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was is made available by to the Borrower to but excluding the date such amount is repaid to the Administrative Agent to Borrower until at (i) in the date such corresponding amount is recovered by case of the Administrative AgentBorrower, at a rate per annum equal to (i) if recovered from the interest rate applicable to the Term Loans comprising such Term Lender, Borrowing at the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation time and (ii) if recovered from Borrowerin the case of such Lender, for the first such day, the rate of interest applicable Federal Funds Rate, and for each day thereafter, the Alternate Base Rate plus the Applicable Percentage for ABR Term Loans. If such Lender shall repay to the relevant BorrowingAdministrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as determined part of such Borrowing for purposes of this Agreement and (x) the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to Section 2.08. Nothing in this Section 2.04 2.02(d) shall be deemed cease and (y) if the Borrower pays such amount to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as the Administrative Agent, the amount so paid shall constitute a result repayment of any failure such Borrowing by such Lender amount. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to make request any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the Term Loans hereunderLoan Maturity Date.

Term Loans. No later than 1:00 P.M. On the Mandatory Prepayment Date, (New York City timeA) the Borrower shall pay to the Administrative Agent the aggregate amount necessary to prepay that portion of the outstanding Term Loans in respect of which Tranche B Lenders have accepted prepayment as described above (such Lenders, the "Accepting Lenders"), and such amount shall be applied pro rata to reduce the Tranche B Repayment Amounts with respect to each Accepting Lender in the manner described in paragraph (iv) below, (B) the Borrower shall pay to the Administrative Agent an amount equal to 50% of the portion of the Tranche B Prepayment Amount not accepted by the Accepting Lenders, and such amount shall be applied to reduce the Tranche A Repayment Amounts in the manner described in paragraph (iii) below; provided that if, after giving effect to the prepayment of Tranche A Term Loans pursuant to Section 5.02(a)(i), no Tranche A Term Loans remain outstanding on the date specified in each Notice of Borrowingsuch Prepayment Event (or to the extent the amount required to be applied pursuant to clause (B) above exceeds the aggregate principal amount of outstanding Tranche A Term Loans on such date), each Term Lender with a Term Loan Commitment the Revolving Credit Commitments shall be reduced by an amount equal to the portion of the relevant Tranche will make available its pro rata portion B Prepayment Amount that otherwise would have been used to prepay Tranche A Term Loans under this clause (determined B) in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office4.3(b), and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds amount shall be applied, to the account designated in writing extent required by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time Section 5.2(b), to time. Unless the Administrative Agent shall have been notified by any Term Lender prior repay Swingline Loans or Revolving Credit Loans or to the date of any Borrowing that such Lender does not intend to make available pay cash security to the Administrative Agent such Term Lender’s with any excess amount to be retained by the Borrower and (C) the Borrower shall be entitled to retain the remaining 50% of the portion of the Tranche B Prepayment Amount not accepted by the Accepting Lenders; provided, however, that in the event of any Borrowing to be made on such datePrepayment Event that is a Permitted Mortgage Financing, (x) the Administrative Agent may assume that such Term Lender has made such amount available Borrower shall, in lieu of complying with the provisions of clause (B) above, pay to the Administrative Agent an amount equal to 75% of the portion of the Tranche B Repayment Amount not accepted by the Accepting Lenders in respect of such Permitted Mortgage Financing, and such amount shall be applied to reduce the Tranche A Repayment Amounts in the manner described in paragraph (iii) below; provided that if, after giving effect to the prepayment of Tranche A Term Loans pursuant to Section 5.2(a)(i), no Tranche A Term Loans remain outstanding on the date of such Prepayment Event (or to the extent the amount required to be applied pursuant to clause (x) above exceeds the aggregate principal amount of outstanding Tranche A Term Loans on such date of Borrowing and the Administrative Agent may (but shall not be obligated todate), the Revolving Credit Commitments shall be reduced by an amount equal to the portion of the Tranche B Prepayment Amount that otherwise would have been used to prepay Tranche A Term Loans under clause (x) above in reliance upon accordance with Section 4.3(b), and such assumptionamount shall be applied, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available the extent required by Section 5.2(b), to repay Swingline Loans or Revolving Credit Loans or to pay cash security to the Administrative Agent with any excess to be retained by such Lenderthe Borrower, and (y) the Administrative Agent Borrower shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does retain the remaining 25% of the portion of the Tranche B Prepayment Amount not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available accepted by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunderAccepting Lenders.

Term Loans. No later than 1:00 P.M. (New York City timea) Subject to the terms and conditions hereof, each Tranche D Term Loan Lender severally agrees to make a loan (each such loan, a "Tranche D Term Loan") to the Borrowers on the date specified Second Restatement Effective Date in each Notice an amount not to exceed the amount of Borrowing, each Term Lender with a the Tranche D Term Loan Commitment of such Lender. The Tranche D Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the relevant Tranche will make available its pro rata portion (determined Borrowers and notified to the Administrative Agent in accordance with Section 2.07clause (b) of each such Borrowing requested to this Section 2.4A and Section 2.13. (b) The entire amount of the Tranche D Term Loan shall be made in a single borrowing on such datethe Second Restatement Effective Date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and A Borrower shall give the Administrative Agent will make all funds so received irrevocable notice (which notice must, unless otherwise agreed to by it in like funds as the Administrative Agent and CSFB, be received by the Administrative Agent by wire transfer prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Second Restatement Effective Date) requesting that the Tranche D Term Loan Lenders make the Tranche D Term Loans on the Second Restatement Effective Date and specifying the amount to be borrowed. Upon receipt of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless notice the Administrative Agent shall have been notified by any promptly notify each Tranche D Term Loan Lender prior to thereof. Not later than 12:00 Noon, New York City time, on the date of any Borrowing that such Second Restatement Effective Date each Tranche D Term Loan Lender does not intend to shall make available to the Administrative Agent such at the Funding Office an amount in immediately available funds equal to the Tranche D Term Lender’s portion of any Borrowing Loan or Tranche D Term Loans to be made on by such date, Lender (which shall equal the Tranche D Term Loan Commitment of such Lender). The Administrative Agent may assume that such Term Lender has made such amount shall make available to the Administrative Agent on such date applicable Borrower the aggregate of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact amounts made available to the Administrative Agent by the Tranche D Term Loan Lenders in like funds. (c) The Tranche D Term Loan of each Tranche D Term Loan Lender shall mature in 24 consecutive quarterly installments, commencing on September 30, 2003, each of which shall be in an amount equal to such Lender's Tranche D Term Loan Percentage multiplied by the amount set forth below opposite such installment: September 30, 2003 $ 3,937,500.00 December 31, 2003 $ 3,937,500.00 March 31, 2004 $ 3,937,500.00 June 30, 2004 $ 3,937,500.00 September 30, 2004 $ 3,937,500.00 December 31, 2004 $ 3,937,500.00 March 31, 2005 $ 3,937,500.00 June 30, 2005 $ 3,937,500.00 September 30, 2005 $ 3,937,500.00 December 31, 2005 $ 3,937,500.00 March 31, 2006 $ 3,937,500.00 June 30, 2006 $ 3,937,500.00 September 30, 2006 $ 3,937,500.00 December 31, 2006 $ 3,937,500.00 March 31, 2007 $ 3,937,500.00 June 30, 2007 $ 3,937,500.00 September 30, 2007 $ 3,937,500.00 December 31, 2007 $ 3,937,500.00 March 31, 2008 $ 3,937,500.00 June 30, 2008 $ 3,937,500.00 September 30, 2008 $ 59,062,500.00 December 31, 2008 $ 59,062,500.00 March 31, 2009 $ 59,062,500.00 June 30, 2009 $ 59,062,500.00 2.5 Revolving Credit Commitments. (a) Subject to the Administrative Agent shall be entitled terms and conditions hereof, each Revolving Credit Lender severally agrees to recover make revolving credit loans ("Revolving Credit Loans") to the Borrowers from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such corresponding amount on demand from such Term Lender. If such Term Lender 's Revolving Credit Percentage of the sum of the L/C Obligations then outstanding does not pay exceed the amount of such corresponding amount forthwith upon Lender's Revolving Credit Commitment. During the Administrative Agent’s demand thereforRevolving Credit Commitment Period the Borrowers may use the Revolving Credit Commitments by borrowing, prepaying the Administrative Agent shall promptly notify Borrower Revolving Credit Loans in whole or in part, and Borrower shall immediately pay such corresponding amount to reborrowing, all in accordance with the Administrative Agentterms and conditions hereof. The Administrative Agent also shall Revolving Credit Loans may from time to time be entitled to recover on demand from such Term Lender Eurodollar Loans or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative AgentBase Rate Loans, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate as determined by the Administrative Agent) Borrowers and a rate determined by notified to the Administrative Agent in accordance with banking rules on interbank compensation Sections 2.6 and (ii) if recovered from Borrower2.13, provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after the rate of interest applicable day that is one month prior to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 Scheduled Revolving Credit Termination Date. (b) The Borrowers shall be deemed to relieve any Term Lender from its obligation to make Term repay all outstanding Revolving Credit Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunderon the Revolving Credit Termination Date.

Term Loans. No later than 1:00 P.M. (New York City timea) The Original Term Loans were made to the Borrower on the date specified in each Notice of BorrowingClosing Date. The Incremental Term Loans were made to the Borrower on the Second Amendment Effective Date. Subject to the terms and conditions hereof, each Replacement Term Lender with severally agrees to make a term loan (or, in the case of a Continuing Term Lender, pursuant to clause (b) of this Section, to elect to convert all of such Continuing Term Lender’s Original Term Loans and Incremental Term Loans) (collectively, the “Replacement Term Loans”) to the Borrower on the Third Amendment Effective Date in an amount not to exceed the amount of the Replacement Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such dateLender. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) The Replacement Term Loans may from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to time be made on such dateEurodollar Loans or ABR Loans, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate as determined by the Administrative Agent) Borrower and a rate determined by notified to the Administrative Agent in accordance with banking rules on interbank compensation Sections 2.2 and 2.10. (iib) if recovered from BorrowerIn connection with the making of the Replacement Term Loans pursuant to clause (a) above, the rate of interest applicable by delivering notice to the relevant BorrowingAdministrative Agent 2 Business Days prior to the Third Amendment Effective Date, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Continuing Term Lender from its obligation may elect to make all of such Lender’s Replacement Term Loan requested by the Borrower in accordance with Section 2.2 to be made on the Third Amendment Effective Date by converting all of the outstanding principal amount of the Original Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure and the Incremental Term Loans held by such Lender to make into Replacement Term Loans hereunder(each, a “Converted Term Loan”). On the Third Amendment Effective Date, the Converted Term Loans shall be converted for all purposes of this Agreement into Replacement Term Loans, and the Administrative Agent shall record in the Register the aggregate amounts of Converted Term Loans converted into Replacement Term Loans. Any written notice to the Administrative Agent delivered by an applicable Lender pursuant to this Section shall specify the amount of such Lender’s Replacement Term Loan Commitment and the principal amount of the Original Term Loans and the Incremental Term Loans held by such Lender that are to be converted into Replacement Term Loans. From and after the Third Amendment Effective Date, Converted Term Loans shall constitute Replacement Term Loans for all purposes of this Agreement. (c) Notwithstanding any provision of this Agreement, the provisions of Sections 2.16, 2.17, 2.18 and 10.5 as in effect immediately prior to the Third Amendment Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Third Amendment Effective Date.”

Term Loans. No later than 1:00 P.M. (New York City time) on Each notice from the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Tranche will make available its pro rata portion Incremental Term Loans. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Term Loans shall be reasonably satisfactory to the Borrower, the Administrative Agent and the Syndication Agent (determined in accordance with Section 2.07any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) of each and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, Additional Lender and the Administrative Agent will make all funds Agent. No Incremental Facility Amendment shall require the consent of any Lenders other than the Additional Lenders with respect to such Incremental Facility Amendment. No Lender shall be obligated to provided any Incremental Term Loans, unless it so received by it agrees. Commitments in like funds respect of any Incremental Term Loans shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as received may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)) . The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent by wire transfer of such funds and the Additional Lenders, be subject to the account designated satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in writing by ▇▇▇▇▇▇▇▇ Section 4.02 (including in any Notice of Borrowing) from time it being understood that all references to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to “the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), Borrowing” in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 4.02 shall be deemed to relieve refer to the Incremental Facility Closing Date). The proceeds of any Term Lender from its obligation to make Incremental Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunderwill be used only for general corporate purposes (including Permitted Acquisitions).

Term Loans. No later than 1:00 P.M. (New York City The Borrower shall not be entitled to voluntarily prepay the Term Loans; provided, however, subject to the limitations set forth in this Section 2.05(a), the Borrower may at any time or from time to time) on , voluntarily prepay the date specified Term Loans in whole or in part subject to the satisfaction of each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion following conditions: (determined in accordance with Section 2.07i) of each such Borrowing requested the Borrower shall have provided written notice to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice OfficeAdministrative Agent, and the Administrative Agent will make all funds so received by it in like funds as such notice must be received by the Administrative Agent by wire transfer not later than 10:00 a.m. (A) three (3) U.S. Government Securities Business Days prior to any date of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ prepayment of Term SOFR Loans, and (including in any Notice of BorrowingB) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender one (1) Business Day prior to the date of prepayment of Base Rate Loans; (ii) any Borrowing that such Lender does not intend to make available to prepayment shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof (or, if less, the Administrative Agent entire principal amount thereof then outstanding) and (iii) the Borrower pays the amount of the applicable Prepayment Fee (if any) on the date of such Term Lender’s portion prepayment. Each such notice shall specify the date and amount of any Borrowing such prepayment, the amount of the Prepayment Fee (if any) and the Type(s) of Loans to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agentprepaid. The Administrative Agent also shall be entitled to recover on demand from such Term will promptly notify each Lender or Borrower interest on such corresponding amount in respect of its receipt of each day from such notice, and of the date amount of such corresponding amount was made available Lender’s Pro Rata Share of such prepayment and Prepayment Fee (if any). If such notice is delivered by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate Borrower shall make such prepayment and the payment amount specified in such notice and the Prepayment Fee (if any) shall be due and payable on the date specified therein, unless such notice is made in connection with the prepayment in full of all Loans and the termination of all commitments under this Agreement or otherwise contingent on the satisfaction of any applicable condition which is not satisfied as of such noticed date of prepayment, in which case no prepayment shall be required hereunder if the condition to such commitment termination is not satisfied as contemplated by Section 2.06. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest applicable to the relevant Borrowingthereon, as determined together with any additional amounts required pursuant to Section 2.083.05. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Notwithstanding the foregoing, the Borrower may have against not voluntarily prepay any ▇▇▇▇ ▇▇▇▇▇▇ Loans that are Term SOFR Loans unless such Loans are prepaid at the end of the applicable Interest Period or unless the Borrower pays all costs associated with such prepayment as a result of any failure by such Lender to make Term Loans hereunderprovided in Section 3.05.

Term Loans. No later than 1:00 P.M. (New York City timei) on Subject to the date specified terms and conditions set forth in each Notice of Borrowingthis Agreement, each Term Lender with a of the Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend A Lenders severally agrees to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by Loan A Loans through the Administrative Agent to the Borrower until on the date such corresponding Agreement Effective Date up to the amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from of such Term Loan A Lender’s Term Loan A Commitment, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 which Term Loan A Loans shall be deemed to relieve any evidenced by Notes. Any Advances of Term Lender from its obligation to make Term Loan A Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ made as a result of any failure by such increase in the Term Loan A Commitments pursuant to Section 2.23 shall be made on the applicable Commitment Increase Date and each Lender which elects to increase its or acquire a Term Loan A Commitment pursuant to Section 2.23 severally and not jointly agrees to make a Term Loan A Loan to the Borrower in an amount equal LEGAL02/41239043v9 to (a) with respect to any existing Term Loan A Lender, the amount by which such Term Loan A Lender’s Term Loan A Commitment increases on the applicable Commitment Increase Date and (b) with respect to any new Term Loan A Lender, the amount of such new Lender’s Term Loan A Commitment. The Borrower irrevocably authorizes Administrative Agent to make or cause to be made, at or about the time of the Borrowing Date of any Term Loan A Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Administrative Agent’s Record reflecting the making of such Term Loan A Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Term Loan A Loans hereunderset forth on Administrative Agent’s Record shall be, absent manifest error, prima facie evidence of the principal amount thereof owing and unpaid to each Term Loan A Lender, but the failure to record, or any error in so recording, any such amount on Administrative Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due. (ii) Any Advances of Term Loan B Loans made as a result of the establishment of, or any increase in, the Term Loan B Commitments pursuant to Section 2.23 shall be made on the applicable Commitment Increase Date and each Lender which elects to increase its or acquire a Term Loan B Commitment pursuant to Section 2.23 severally and not jointly agrees to make an Advance of a Term Loan B Loan through Administrative Agent to the Borrower in an amount equal to (a) with respect to any existing Term Loan B Lender, the amount by which such Term Loan B Lender’s Term Loan B Commitment increases on the applicable Commitment Increase Date and (b) with respect to any new Term Loan B Lender, the amount of such new Lender’s Term Loan B Commitment. The Borrower irrevocably authorizes Administrative Agent to make or cause to be made, at or about the time of the Borrowing Date of any Term Loan B Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Administrative Agent’s Record reflecting the making of such Term Loan B Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Term Loan B Loans set forth on Administrative Agent’s Record shall be, absent manifest error, prima facie evidence of the principal amount thereof owing and unpaid to each Term Loan B Lender, but the failure to record, or any error in so recording, any such amount on Administrative Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due.

Term Loans. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender▇▇▇▇ ▇▇▇▇▇▇’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender ▇▇▇▇ ▇▇▇▇▇▇ has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunder.

Term Loans. No later than 1:00 P.M. On the Revolving Commitment Termination Date (New York City timeunless such date shall occur as a result of clause (c) on of the date specified in each definition thereof) and upon receipt of a Notice of BorrowingTerm-Out no less than three (3) days prior to the Revolving Commitment Termination Date, each Term Lender with outstanding Revolving Loan will convert into a Term Loan Commitment of like amount. No amounts paid or prepaid with respect to the Term Loan may be reborrowed; provided, however, that Term Loans may be converted and continued, at the election of Borrower, if not earlier prepaid, through the Maturity Date. Eurodollar Loans for which the Interest Period shall not have terminated as of the relevant Tranche will make available its pro rata portion (determined in Revolving Commitment Termination Date shall be continued as Eurodollar Loans for the applicable Interest Period and ABR Loans shall be continued as ABR Loans after the Revolving Commitment Termination Date, unless Borrower shall have elected otherwise by delivery of a Borrowing Request. In accordance with Section 2.07) of each such Borrowing requested 2.7, Borrower may elect to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds convert Borrowings pursuant to the account designated Term Commitments into Borrowings of a different Type or to continue such Borrowings and, in writing by ▇▇▇▇▇▇▇▇ (including in any Notice the case of a Eurodollar Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing , may elect Interest Periods therefor; provided that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but Borrower shall not be obligated to), in reliance upon such assumption, make available entitled to Borrower a corresponding amountelect to convert or continue any Borrowings if the Interest Period requested with respect thereto would end after the Maturity Date. If such corresponding amount is Any principal repayments received on the Revolving Commitment Termination Date for Revolving Loans not in fact made available to the Administrative Agent by such Lender, the Administrative Agent converted into Term Loans shall be entitled applied first to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand thereforABR Loans and, the Administrative Agent shall promptly notify Borrower and after ABR Loans have been paid in full, to Eurodollar Loans, unless Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by have otherwise instructed the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrowerwriting. Upon a Lender’s Revolving Loans being converted into Term Loans, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 such Lender shall be deemed to relieve any Term Lender from its obligation have no further Commitment to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunderadditional Loans.

Term Loans. No later than 1:00 P.M. (New York City timei) The Borrower shall repay to the Lenders the aggregate principal amount of the Term Loan on the date specified following dates in each Notice of Borrowing, each Term Lender with the respective amounts set forth opposite such dates (which amounts shall be reduced as a Term Loan Commitment result of the relevant Tranche will make available its pro rata portion (determined application of prepayments in accordance with the order of priority set forth in Section 2.072.05), unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of each such Borrowing requested to the Term Loan shall be made repaid on such date. All such amounts will be made available in Dollars the Maturity Date and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it any event shall be in like funds as received by the Administrative Agent by wire transfer of such funds an amount equal to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice aggregate principal amount of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made Loan outstanding on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrowerany principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day. (ii) Commencing on the first fiscal quarter ending after the earlier of (A) the date Incremental Delayed Draw Term Loan is fully drawn and (B) the end of the Incremental DDTL Availability Period, the rate of interest applicable Borrower shall repay to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 Lenders on the following dates the percentage amount of the drawn Incremental Delayed Draw Term Loan set forth opposite such dates (which amounts shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of the Incremental Delayed Draw Term Loan shall be repaid on the Maturity Date and in any failure event shall be in an amount equal to the aggregate principal amount of the Incremental Delayed Draw Term Loan outstanding on such date, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such Lender principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to make be made by the Borrower on a Term Loans hereunderSOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.

Term Loans. No later than 1:00 P.M. (New York City timea) on Term Loans shall be made as part of a Borrowing consisting of Term Loans made by the date specified in each Notice of Borrowing, each Term Lender with a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined Lenders ratably in accordance with Section 2.07) the amounts set forth in Schedule 2.1; provided, however, that the failure of each such Borrowing requested any Lender to make any Term 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 Term Loan required to be made by such other Lender). The Term Loans comprising any Borrowing shall be (i) in the case of LIBOR Loans, in an aggregate principal amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) in the case of ABR Loans, in an aggregate principal amount that is an integral multiple of $500,000 and not less than $5,000,000. (b) Each Borrowing shall be comprised entirely of LIBOR Loans or ABR Loans, as the Borrower may request pursuant to Section 2.4 or 2.5, as applicable. Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement and the applicable Term Note. Borrowings of more than one Interest Rate Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in an aggregate of more than 9 separate Borrowings being outstanding hereunder at any one time. For purposes of the calculation required by the immediately preceding sentence, LIBOR Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowing, and all Borrowings of a single Interest Rate Type made on a single date shall be considered a single Borrowing if such date. All such amounts will Borrowings have a common Interest Period. (c) Subject to Section 2.6, each Lender shall make the Term Loan to be made by it hereunder on the proposed date thereof by making funds available in Dollars and in immediately available funds at the Notice Office, and offices of the Administrative Agent's Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Bank Services Department, 1 Chase ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ Hambousi, for credit to Cendant Corporation Clearing Account, Account No. 144812905 (Reference: Cendant Corporation Term Loan Agreement dated as a result of February 22, 2001) no later than 1:00 P.M. New York City time in Federal or other immediately available funds. Upon receipt of the funds to be made available by the Lenders to fund any failure Borrowing hereunder, the Administrative Agent shall disburse such funds by such Lender to make depositing them into an account of the Borrower maintained with the Administrative Agent. Term Loans hereundershall be made by all the Lenders pro rata in accordance with Section 2.1 and this Section 2.2. (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans. No later than 1:00 P.M. (New York City timea) Subject to the terms and conditions hereof, each Lender severally agrees to make a term loan (a “Term Loan”) in U.S. dollars to the Borrower on the date specified Closing Date in each Notice of Borrowing, each an amount not to exceed the Term Lender with a Term Loan Commitment of such Lender. Subject to Section 2.1.3(b), the relevant Tranche will make available its pro rata portion Term Loans may from time to time be (a) Eurodollar Advances or (b) Floating Rate Advances or (c) a combination thereof, as determined by the Company and notified to the Administrative Agent in accordance with Section 2.072.7. (b) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and The Borrower shall give the Administrative Agent will make all funds so received by it in like funds as irrevocable notice (which notice must be received by the Administrative Agent by wire transfer prior to 10:00 a.m., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. The Term Loans made on the Closing Date shall initially be Floating Rate Advances. Upon receipt of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless notice the Administrative Agent shall have been notified by any promptly notify each Term Lender prior to thereof. Not later than 12:00 Noon, New York City time, on the date of any Borrowing that such Closing Date each Term Lender does not intend to shall make available to the Administrative Agent such at the Funding Office an amount in immediately available funds equal to the Term Lender’s portion of any Borrowing Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such date, office of the Administrative Agent may assume that such Term Lender has made such amount available to with the Administrative Agent on such date aggregate of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact amounts made available to the Administrative Agent by such the Term Lenders in immediately available funds. (c) The undrawn portion of each Lender, ’s Term Commitment shall expire at the Administrative Agent shall be entitled to recover such corresponding amount end of the day on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Closing Date. (d) The Borrower shall immediately pay such corresponding amount repay the Term Loans in consecutive quarterly installments of $5,000,000, subject to Section 2.11(b), on the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect last day of each day from fiscal quarter, commencing on its first complete fiscal quarter after the date such corresponding amount was made available by Closing Date, with the Administrative Agent to Borrower until unpaid balance due on the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater Loan Maturity Date. Amounts prepaid or repaid on account of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereundernot be reborrowed.

Term Loans. No later than 1:00 P.M. (New York City timei) on Subject to the date specified terms and conditions set forth in each Notice of Borrowingthis Agreement, each Term Lender with a of the Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing that such Lender does not intend A Lenders severally agrees to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by Loan A Loans through the Administrative Agent to the Borrower until on the date such corresponding Agreement Effective Date up to the amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from of such Term Loan A Lender’s Term Loan A Commitment, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 which Term Loan A Loans shall be deemed to relieve any evidenced by Notes. Any Advances of Term Lender from its obligation to make Term Loan A Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ made as a result of any failure by such increase in the Term Loan A Commitments pursuant to Section 2.23 shall be made on the applicable Commitment Increase Date and each Lender which elects to increase its or acquire a Term Loan A Commitment pursuant to Section 2.23 severally and not jointly agrees to make a Term Loan A Loan to the Borrower in an amount equal to (a) with respect to any existing Term Loan A Lender, the amount by which such Term Loan A Lender’s Term Loan A Commitment increases on the applicable Commitment Increase Date and (b) with respect to any new Term Loan A Lender, the amount of such new Lender’s Term Loan A Commitment. The Borrower irrevocably authorizes Administrative Agent to make or cause to be made, at or about the time of the Borrowing Date of any Term Loan A Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Administrative Agent’s Record reflecting the making of such Term Loan A Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Term Loan A Loans hereunderset forth on Administrative Agent’s Record shall be, absent manifest error, prima facie evidence of the principal amount thereof owing and unpaid to each Term Loan A Lender, but the failure to record, or any error in so recording, any such amount on Administrative Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due. (ii) Any Advances of Term Loan B Loans made as a result of the establishment of, or any increase in, the Term Loan B Commitments pursuant to Section 2.23 shall be made on the applicable Commitment Increase Date and each Lender which elects to increase its or acquire a Term Loan B Commitment pursuant to Section 2.23 severally and not jointly agrees to make an Advance of a Term Loan B Loan through Administrative Agent to the Borrower in an amount equal to (a) with respect to any existing Term Loan B Lender, the amount by which such Term Loan B Lender’s Term Loan B Commitment increases on the applicable Commitment Increase Date and (b) with respect to any new Term Loan B Lender, the amount of such new Lender’s Term Loan B Commitment. The Borrower irrevocably authorizes Administrative Agent to make or cause to be made, at or about the time of the Borrowing Date of any Term Loan B Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Administrative Agent’s Record reflecting the making of such Term Loan B Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Term Loan B Loans set forth on Administrative Agent’s Record shall be, absent manifest error, prima facie evidence of the principal amount thereof owing and unpaid to each Term Loan B Lender, but the failure to record, or any error in so recording, any such amount on Administrative Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due.

Term Loans. No later than 1:00 P.M. (New York City time) on Subject to and upon the date specified in each Notice of Borrowingterms and conditions herein set forth, each Term Lender with severally agrees to make to Borrowers a Term Loan 1 Advance in an amount not to exceed such Lender’s Term Loan 1 Commitment and a Term Loan 2 Advance in an amount not to exceed such Lender’s Term Loan 2 Commitment. The Term Loan shall be comprised of Term Loan 1 Advances in an aggregate principal amount equal to the Term Loan 1 Availability and Term Loan 2 Advances in an aggregate principal amount equal to the Term Loan 2 Availability and shall be funded by Lenders on the Closing Date, concurrently with Lenders’ funding of their initial Revolver Loans. The proceeds of the Term Loans shall be used by Borrowers solely for purposes for which the proceeds of the Revolver Loans are authorized to be used. The Term Loan 1 Commitment and Term Loan 2 Commitment of each Lender shall expire on the relevant Tranche will make available funding by such Lender of its pro rata portion (determined in accordance Term Loan 1 Advance and Term Loan 2 Advance, respectively. Borrowers shall not be entitled to reborrow any amounts repaid with Section 2.07) of each such Borrowing requested respect to be made on such datethe Term Loan Advances. All such amounts will of the Term Loan Advances shall bear interest as set forth in Section 3.1 hereof. All of the Term Loan 1 Advances shall initially be made Base Rate Loans unless otherwise instructed by Borrower Agent at least three (3) days prior to the Closing Date. All of the Term Loan 2 Advances shall be LIBOR Loans. Each Lender shall make its Term Loan Advances available in Dollars and to Administrative Agent in immediately available funds at funds, to such account of Administrative Agent as Administrative Agent may designate, not later than 12:00 noon on the Notice OfficeClosing Date. After Administrative Agent’s receipt of the proceeds of such Term Loan Advances, and upon satisfaction of the Administrative Agent will make all funds so received by it conditions precedent set forth in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ (including in any Notice of Borrowing) from time to time. Unless the Section 11 hereof, Administrative Agent shall have been notified make the proceeds of all such Term Loan Advances available to Borrowers on the Closing Date by transferring same day funds equal to the proceeds of such Term Loan Advances received by Administrative Agent to an account designated by Borrowers in writing. Term Notes. Borrowers shall execute and deliver to Administrative Agent on behalf of each Lender, on the Closing Date, promissory notes substantially in the form of Exhibit B attached hereto and made a part hereof (such promissory notes, together with any new notes issued pursuant to Section 14.3.2 upon the assignment of any portion of any Lender’s Term Lender prior Loan Advances, being hereinafter referred to collectively as the “Term Notes” and each of such promissory notes being hereinafter referred to individually as a “Term Note”), to evidence such Lender’s Term Loan 1 Advance and Term Loan 2 Advance to Borrowers, in the original principal amount equal to the amount of such Lender’s Term Loan 1 Commitment and Term Loan 2 Commitment, respectively. Each Term Note shall be dated the Closing Date (or the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing applicable Assignment and the Administrative Agent may (but Acceptance) and shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater provide for payment of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent Term Loan Advances evidenced thereby as specified in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Term Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunder5.3 hereof.

Term Loans. No (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Term 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 Term Loan required to be made by such other Lender). Subject to the terms and conditions and relying upon the representations and warranties herein set forth, the Initial Delayed Draw Term Loan shall be made in one drawing at any time during the Initial Delayed Draw Term Loan Commitment Period and the Secondary Delayed Draw Term Loan shall be made in one drawing which may be made at any time during the Secondary Delayed Draw Term Loan Commitment Period. (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Term Loans or Eurodollar Term Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Term Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten Eurodollar Borrowings outstanding 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) Each Lender shall make each Term 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 Administrative Agent may designate not later than 1:00 P.M. (11:00 a.m., New York City time) on , and Administrative Agent shall promptly credit the date specified amounts so received to an account as directed by Borrower in each Notice of Borrowingthe applicable Borrowing Request maintained with Administrative Agent or, each Term Lender with if a Term Loan Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made shall not occur on such date. All such date because any condition precedent herein specified shall not have been met, return the amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by ▇▇▇▇▇▇▇▇ respective Lenders. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Term received notice from a Lender prior to the date time of any Borrowing that such Lender does will not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Term Lender has made such amount portion available to the Administrative Agent on such the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to Administrative Agent, each of such Lender and Borrower severally agrees to repay to Administrative Agent forthwith on demand such corresponding amount is not in fact made available to the Administrative Agent by such Lendertogether with interest thereon, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was is made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the repaid to Administrative Agent, Agent at a rate per annum equal to (i) if recovered from in the case of Borrower, the interest rate applicable at the time to the Term Loans comprising such Term Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation compensation. If such Lender shall repay to Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement, and (ii) if recovered from Borrower, the rate of interest applicable ’s obligation to the relevant Borrowing, as determined repay Administrative Agent such corresponding amount pursuant to Section 2.08. Nothing in this Section 2.04 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, Borrower shall not be deemed entitled to relieve any Term Lender from its obligation to make Term Loans hereunder request, or to prejudice elect to convert or continue, any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Borrowing if the Interest Period requested with respect thereto would end after the Term Loans hereunderLoan Maturity Date.

Term Loans. No later than 1:00 P.M. On the Revolving Commitment Termination Date (New York City timeunless such date shall occur as a result of clause (b) on of the date specified in each definition thereof) and upon receipt of a Notice of BorrowingTerm-Out no less than three (3) days prior to the Revolving Commitment Termination Date, each Term Lender with outstanding Revolving Loan will convert into a Term Loan Commitment of like amount. No amounts paid or prepaid with respect to the Term Loan may be reborrowed; provided, however, that Term Loans may be converted and continued, at the election of Borrower, if not earlier prepaid, through the Maturity Date. Eurodollar Loans for which the Interest Period shall not have terminated as of the relevant Tranche will make available its pro rata portion (determined in Revolving Commitment Termination Date shall be continued as Eurodollar Loans for the applicable Interest Period and ABR Loans shall be continued as ABR Loans after the Revolving Commitment Termination Date, unless Borrower shall have elected otherwise by delivery of a Borrowing Request. In accordance with Section 2.07) of each such Borrowing requested 2.5, Borrower may elect to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds convert Borrowings pursuant to the account designated Term Commitments into Borrowings of a different Type or to continue such Borrowings and, in writing by ▇▇▇▇▇▇▇▇ (including in any Notice the case of a Eurodollar Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Term Lender prior to the date of any Borrowing , may elect Interest Periods therefor; provided that such Lender does not intend to make available to the Administrative Agent such Term Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Term Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but Borrower shall not be obligated to), in reliance upon such assumption, make available entitled to Borrower a corresponding amountelect to convert or continue any Borrowings if the Interest Period requested with respect thereto would end after the Maturity Date. If such corresponding amount is Any principal repayments received on the Revolving Commitment Termination Date for Revolving Loans not in fact made available to the Administrative Agent by such Lender, the Administrative Agent converted into Term Loans shall be entitled applied first to recover such corresponding amount on demand from such Term Lender. If such Term Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand thereforABR Loans and, the Administrative Agent shall promptly notify Borrower and after ABR Loans have been paid in full, to Eurodollar Loans, unless Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Term Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Term Lender, the greater of the Federal Funds Effective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent) and a rate determined by have otherwise instructed the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrowerwriting. Upon a Lender’s Revolving Loans being converted into Term Loans, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 such Lender shall be deemed to relieve any Term Lender from its obligation have no further Commitment to make Term Loans hereunder or to prejudice any rights which Borrower may have against any ▇▇▇▇ ▇▇▇▇▇▇ as a result of any failure by such Lender to make Term Loans hereunderadditional Loans.