Common use of Term Loans Clause in Contracts

Term Loans. (a) 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 Closing Date, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be 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 other Lender of its obligation to lend hereunder (provided, that no Lender shall be responsible for the failure of any other Lender to make a Term Loan such other Lender is obligated to make hereunder).

Term Loans. The Borrower shall repay to the Revolver Agent for the ratable account of the Appropriate Lenders (a) Subject on the last Business Day of each March, June, September and December, commencing with December 31, 2022, an aggregate principal amount equal to Section 4 hereof, (x) 0.25% of the aggregate principal amount of all Closing Date Term Loans outstanding on the Closing Date plus (iy) 0.25% of the initially funded aggregate principal amount of all Closing Date Delayed Draw Term Loans that have been outstanding for at least one full fiscal quarter (in each case, which payments shall be advanced and made ratably by reduced as a result of the Lenders application of prepayments in accordance with the Lenders’ respective Term Loan Commitments, order of priority set forth in Section 2.05) and (ii) the Term Loans shall be made by the Lenders on the Closing Date, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay Maturity Date for the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Closing Date Term Loans, such repayment shall be 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 aggregate principal amount of all Closing Date Term Loans (including, for the avoidance of doubt, any funded Closing Date Delayed Draw Term Loans) outstanding on such date. In connection with any Incremental Term Loans that constitute part of the outstanding same Class as the Closing Date Term Loans and the Closing Date Delayed Draw Term Loans, then the balance Borrower and the Administrative Agent shall be permitted to adjust the rate of prepayment in respect of such repayment shall be divided among all Class such that the Term Lenders holding Closing Date Term Loans and Closing Date Delayed Draw Term Loans comprising part of such Class continue to receive a payment that is not less than the same Dollar amount that such Term Lenders in accordance with their respective would have received absent the incurrence of such Incremental Term Loan CommitmentsLoans; and (iii) the failure of any Lender to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (provided, that no Lender shall if such Incremental Term Loans are to be responsible for “fungible” with the failure of Closing Date Term Loans and the Closing Date Delayed Draw Term Loans notwithstanding any other Lender to make a conditions specified in this Section 2.07(1), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other Lender is obligated percentage(s) to make hereunder)be agreed by ▇▇▇▇▇▇▇▇ and the Administrative Agent to provide that the Incremental Term Loans will be (or will be deemed to be) “fungible” with the Closing Date Term Loans and the Closing Date Delayed Draw Term Loans.

Term Loans. (a) Subject to Section 4 the terms and conditions hereof, the each Term Loans Lender agrees to make a single advance to Borrower (iherein called such Lender's "Term Loans") 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 Closing Date, but provided that (a) each Term Loan does not exceed such Term Lender's Term Commitment set forth on the Lender Schedule and (b) the aggregate amount of all Term Loans does not exceed the total Term Commitment. Term Loans shall consist of Base Rate Loans or LIBOR Loans, or a combination thereof as Borrower may request in no event on writing as provided in Section 2.2 or after as otherwise provided in Section 2.3. The obligation of Borrower to repay to each Term Lender the amount of the Term Loan Commitment Termination Date. made by such Term Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (bherein called such Term Lender's "Term Note") Each made by Borrower payable to the order of such Term Lender in the form of Exhibit A-2 with appropriate insertions. The amount of principal owing on any Term Lender's Term Note at any given time shall make its be the amount of such Term Lender's Term Loan available minus all payments of principal theretofore received by such Term Lender on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated such Term Note. Interest on each Term Note shall accrue and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several be due and not joint; therefore, notwithstanding anything payable as provided herein to the contrary: (i) no Lender and therein. Each Term Note shall be required to make a Term Loan due and payable as provided herein and therein, and shall be due and payable in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment full on the Term Loans, such repayment shall be 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 Maturity Date. No portion 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 other Lender of its obligation to lend hereunder (provided, that no Lender shall which has been repaid may be responsible for the failure of any other Lender to make a Term Loan such other Lender is obligated to make hereunder)reborrowed.

Term Loans. (a) Subject With respect to Section 4 hereof, the Term Loans outstanding immediately prior to the Amendment Effective Date, the Borrowers shall borrow Term Loans from the Term Lenders, and the Term Lenders shall make Term Loans to the Borrowers (i) in the case of Eurocurrency Term Loans, with Interest Periods commencing on the Amendment Effective Date and ending on the date as shall have been previously notified to the Lenders in connection therewith), and (notwithstanding the provisions of Section 2.17 requiring that borrowings and prepayments be advanced and made ratably by the Lenders in accordance with the principal amounts of the Term Loans held by the Term Lenders’ ) the Borrowers shall repay in full the principal of and interest on all of the Term Loans made by the Retiring Term Lenders to the Borrowers hereunder (together with any other amounts payable hereunder to such Retiring Term Lender in connection with their respective “Term Loan CommitmentsLoans” under (and as defined in) the Existing Credit Agreement) and to the extent necessary shall repay the principal of the Term Loans made by the Term Lenders to the Borrowers, in each case together with any amounts owing pursuant to Section 2.15 as a result of such payment, so that after giving effect to such Term Loans and (ii) prepayments, the Term Loans shall be made held by the Term Lenders in the amounts set forth on Schedule 1. To effect the Closing Dateforegoing payments, but in no event on or after the related transfers of funds shall be netted to the extent necessary to minimize the actual flows of funds between the relevant parties. Upon the satisfaction of the foregoing, each Retiring Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office cease to pay the amount required be, and shall cease to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations have any of the Lenders hereunder are several rights and not joint; thereforeobligations of, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a “Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be 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 other Lender of its obligation to lend hereunder (provided, that no Lender shall be responsible for the failure of any other Lender to make a Term Loan such other Lender is obligated to make hereunder)” under this Agreement.

Term Loans. (a) Subject to Section 4 hereofthe terms and conditions of this Agreement, the each Term Lender agrees, severally and not jointly, to make Term Loans (i) shall be advanced and made ratably by to the Lenders in accordance with the Lenders’ respective Term Loan Commitments, and (ii) the Term Loans shall be made by the Lenders on the Closing Date, but in no event on or after Borrower from time to time during the Term Loan Commitment Termination DatePeriod in an aggregate principal amount not in excess of the aggregate Term Loan Commitment of such Term Lender. (b) Each Lender In no event shall make its the aggregate principal amount of all Term Loans at any one time outstanding exceed the Term Loan available on the proposed dates thereof by causing its Applicable Lending Office Aggregate Commitment as in effect from time to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m.time. (c) The obligations Proceeds of each Term Loan Borrowing shall be deposited into the Construction Account, the Distribution Account, the Debt Service Reserve Account and other accounts in accordance with the Collateral Agency Agreement, shall be applied solely in accordance with this Agreement and shall be used solely for the purposes described in Section 8.09(a). (d) Subject to the terms and conditions of this Agreement, the Borrower may borrow the Term Loans by means of Base Rate Loans and Eurodollar Loans (except for the Fee Funding, in which case the Borrower may borrow by means of Base Rate Loans only) and may Convert Term Loans of one Type into Term Loans of another Type (as provided in Section 3.03) or Continue Term Loans of one Type as Term Loans of the same Type (as provided in Section 3.03). Term Loans repaid or prepaid may not be reborrowed. (e) The Lenders hereunder are several may, in their sole discretion, increase the Term Loan Facility and not jointthe Working Capital Facility up to an aggregate commitment of $150,000,000 (including the existing Loan Commitments), to include other Biodiesel, Methanol, and Glycerin production projects of the Project Sponsor (and its Subsidiaries); thereforeprovided that, notwithstanding anything herein to the contrary: (i) no Lender shall be required the Project Sponsor (and its applicable Subsidiaries) provide all due diligence materials necessary to make a Term Loan satisfy the Lenders and Administrative Agent in excess their sole discretion as to the suitability of such Lender’s Term Loan Commitment; additional projects for financing, (ii) if a Lender fails the Lenders, the Administrative Agent and the applicable Project Sponsor (and its applicable Subsidiaries, including the Borrower) agree to make its all necessary amendments to this Agreement to reflect the extension of the Term Loan as or when required hereunder Facility and the Borrower subsequently makes a repayment on the Term Loans, Working Capital Facility to include such repayment shall be 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 Commitmentsadditional projects; and (iii) the failure Credit Parties are not in default of any Lender to make any Term Loan shall not in itself relieve any other Lender material provision of its obligation to lend hereunder (provided, that this Agreement and no Lender shall be responsible for the failure Event of any other Lender to make a Term Loan such other Lender Default has occurred or is obligated to make hereunder)continuing.

Term Loans. The Borrower shall repay to the Term Lenders the aggregate principal amount of all Term Loans outstanding on the following dates in the respective amounts set forth opposite such dates (a) Subject which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05 and increased with respect to any increase to such Term Loan pursuant to Section 4 hereof2.01(b) and Section 2.16)), unless accelerated sooner pursuant to Section 8.02; provided however that the amount of any such payment on the installment dates set forth in the table above shall be automatically adjusted to account for the making of any Delayed Draw Term Loans as follows: from and after the making of any Delayed Draw Term Loan, the Borrower shall make payments on the Term Loans (as increased by such Delayed Draw Term Loans) resulting in quarterly scheduled amortization payments that represent the same percentage as the amortization, expressed as a percentage, that is applicable to the Term Loans (without giving effect to the impact of any mandatory or voluntary prepayments on such scheduled amortization) immediately prior to such Borrowing of Delayed Draw Term Loans (it being understood that, for the avoidance of doubt, no such making of any Delayed Draw Term Loans shall result in a decrease in the amortization applicable to any Term Loans outstanding immediately prior to such Borrowing of Delayed Draw Term Loans), it being understood and agreed that the automatic increase to the installments described in this proviso shall not occur until the installment date representing the last day of the first full Fiscal Quarter after the Borrowing of such Delayed Draw Term Loan; provided further, that (i) shall be advanced and made ratably by the Lenders in accordance with the Lenders’ respective Term Loan Commitments, and (ii) final principal repayment installment of the Term Loans shall be made by the Lenders repaid on the Closing Date, but Maturity Date and in no any event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the be in an amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein equal to the contrary: (i) no Lender shall be required to make a aggregate principal amount of all Term Loan in excess of Loans outstanding on such Lender’s Term Loan Commitment; date, (ii) if a Lender fails any principal repayment installment to make its Term Loan as or when required hereunder and be made by the Borrower subsequently makes (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 Term Loansnext succeeding Business Day, and such repayment extension of time shall be split among reflected in computing interest or fees, as 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 case may be divided among all of the Lenders in accordance with their respective Term Loan Commitments; and (iii) if any principal repayment installment to be made by the failure of any Lender to make any Borrower on a Term SOFR Loan shall not in itself relieve any come due on a day other Lender of its obligation to lend hereunder (providedthan a Business Day, that no Lender such principal repayment installment shall be responsible for extended to the failure next succeeding Business Day unless the result of any other Lender such extension would be to make a Term Loan extend such other Lender is obligated to make hereunder)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. (a) Subject to Section 4 hereof, the Each Term Loan shall be made as part of a Borrowing consisting of 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 Closing Date, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be split among the non-defaulting Lenders ratably 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) 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 (providedit being understood, however, that no Lender shall be responsible for the failure of any other Lender to make a 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 $10,000,000 (or an aggregate principal amount equal to the remaining balance of the Available Commitments). (b) Subject to Section 2.07, each Borrowing under this Section 2.02 shall be comprised entirely of Term Benchmark Loans, ABR Loans, or, if applicable pursuant to Section 2.07, Daily Simple SOFR Loans, in each case, as the Borrower may request pursuant to Section 2.03. Each Lender is obligated may at its option make any Term Benchmark Loan by causing any domestic or foreign branch or Affiliate of such Lender to make hereundersuch 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. No more than two Term Benchmark Borrowings may be outstanding 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 the Agent in New York, New York, not later than noon, New York City time, and the Agent shall by 2:00 p.m., New York City time, credit the amounts so received to the account or accounts specified from time to time in one or more notices delivered by the Borrower to the Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or otherwise waived, return the amounts so received to the respective Lenders. Term Loans shall be made by the Lenders pro rata in accordance with Section 2.12. Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such ▇▇▇▇▇▇’s portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with this subsection (c), and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Agent, such Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to make such portion available) severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Term Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement.

Term Loans. (a) Subject to Section 4 hereof, For each Term Loan which Borrower requests during the Term Loans (i) shall be advanced and made ratably by the Lenders Loan Commitment Period in accordance with §2.2, except with respect to the Lenders’ respective initial Term Loan Commitments, and (ii) the Term Loans shall be made by the Lenders on the Closing Date, but the Borrower shall give to the Agent written notice executed by an Authorized Officer in no event the form of Exhibit D-2 hereto (or telephonic notice confirmed in writing in the form of Exhibit D-2 hereto) by 11:00 a.m. (Cleveland time) one (1) Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans and three (3) Business Days prior to the proposed Drawdown Date with respect to SOFR Rate Loans (a “Term Loan Request”). Each such notice shall specify with respect to the requested Term Loan the proposed principal amount of such Term Loan, the Type of Term Loan and the Drawdown Date. Each such notice shall also contain (a) a general statement as to the purpose for which such Term Loan shall be used (which purpose shall be in accordance with the terms of §2.9) and (b) a certification by the chief executive officer, president or chief financial officer of the REIT on or behalf of Borrower that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of such Term Loan. Promptly upon receipt of any such notice, the Agent shall notify each of the Term Loan Commitment Termination Date. (b) Lenders thereof. Each Lender shall make its such Term Loan available Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Term Loan requested from the Term Loan Lenders on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by Drawdown Date. Nothing herein shall prevent the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a from seeking recourse against any Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender that fails to make advance its proportionate share of a requested Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the by this Agreement. Each Term Loans, such repayment Loan Request shall be 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 a minimum aggregate amount of all $10,000,000.00 or an integral multiple of the outstanding Term Loans, then the balance of such repayment shall be divided among all of the Lenders $5,000,000.00 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 other Lender of its obligation to lend hereunder (provided, that no Lender shall be responsible for the failure of any other Lender to make a Term Loan such other Lender is obligated to make hereunder)excess thereof.

Term Loans. On the Revolving Commitment Termination Date (aunless such date shall occur as a result of clause (c) Subject to Section 4 hereofof the definition thereof) and upon the receipt by the Administrative Agent of a Loan Notice from the MLP, the Term Loans (i) which Loan Notice shall be advanced deemed to be a representation and made ratably warranty by the Lenders Borrowers that the conditions specified in Section 4.02(a) and (b) have been satisfied on and as of the Revolving Commitment Termination Date, each Lender will make one Term Loan to the Borrowers up to but not exceeding the amount of the Revolving Commitments in effect immediately prior to the termination of the Revolving Commitments on the Revolving Commitment Termination Date, as such amount may be reduced from time to time in accordance with this Agreement. No amounts paid or prepaid with respect to the Lenders’ respective Term Loan Commitmentsmay be reborrowed. Eurodollar Rate Loans for which the Interest Period shall not have terminated as of the Revolving Commitment Termination Date shall be continued as Eurodollar Rate Loans for the applicable Interest Period and Base Rate Loans shall be continued as Base Rate Loans after the Revolving Commitment Termination Date, and (ii) in each case subject to further elections pursuant to SECTION 2.02. Any principal repayments received on the Revolving Commitment Termination Date for Revolving Loans not converted into Term Loans shall be made by applied first to Base Rate Loans and, after Base Rate Loans have been paid in full, to Eurodollar Rate Loans, unless MLP shall have otherwise instructed the Lenders on the Closing DateAdministrative Agent in writing. Upon a Lender making such Term Loan, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated Commitment shall terminate and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) it shall have no Lender shall be required further Revolving Commitment to make a Revolving Loans or Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails Commitment to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be 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 other Lender of its obligation to lend hereunder (provided, that no Lender shall be responsible for the failure of any other Lender to make a Term Loan such other Lender is obligated to make hereunder).

Term Loans. (a) Subject to Section 4 hereofthe terms and conditions set forth herein, the Term Loans (i) shall be advanced and made ratably by the Lenders in accordance with the Lenders’ respective each Increasing Lender severally agrees to make a Term Loan Commitments, and (ii) to the Term Loans shall be made by the Lenders Borrower on the Closing Date, but Effective Date in no event a principal amount equal to the amount set forth opposite its name on or after such Exhibit B under the heading “Incremental Term Loan Commitment Termination DateCommitment”. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender Each Term Loan made pursuant to Section 2(a) of this Amendment shall be required to make made as part of a Term Loan in excess Borrowing which is a Eurodollar Borrowing with an initial Interest Period of one month. At the time of such Lender’s Term Loan Commitment; Borrowing pursuant to Section 2(a) of this Amendment, the Interest Period applicable to all previously made Term Loans which are outstanding shall be terminated and such Term Loans shall be continued for such one month Interest Period. (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be 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 The failure of any Increasing Lender to make any Term Loan required to be made by it pursuant to such Section 2(a) shall not in itself relieve any other Increasing Lender of its obligation to lend hereunder (obligations hereunder; provided, that the Term Commitments of the Increasing Lenders are several and no Increasing Lender shall be responsible for the failure of any other Lender Increasing Lender’s failure to make a Term Loan such as required hereunder. (iii) Each Term Loan made pursuant to Section 2(a) of this Amendment shall constitute a Term Loan for purposes of the Credit Agreement from and after the Effective Date and rank pari passu in all respects with all other Lender Term Loans, regardless of when made. (iv) Sections 2.03 and 2.07 of the Credit Agreement shall apply to and govern the Term Loans made under Section 2(a) of this Amendment on the Effective Date. (v) No amount of any Term Loan made under Section 2(a) of this Amendment which is obligated to make hereunder)repaid or prepaid by the Borrower may be reborrowed.

Term Loans. (a) Subject to Section 4 hereof, the Each Term Loan shall be made as part of a Term Borrowing consisting of 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 Closing Date, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be split among the non-defaulting Lenders ratably 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 applicable Commitments; and (iii) provided that the failure of any Lender to make any its Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (providedit being understood, however, that no Lender shall be responsible for the failure of any other Lender to make a any Term Loan required to be made by such other Lender). ABR Term Loans comprising any Term Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $500,000 or (ii) equal to the remaining available balance of the applicable Commitments. Eurodollar Term Loans comprising any Term Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1.0 million or (ii) equal to the remaining available balance of the applicable Commitments. The initial borrowing of Term Loans on the Closing Date shall be ABR Term Loans. (b) Subject to Sections 2.11 and 2.12, each Term Borrowing shall be comprised entirely of ABR Term Loans or Eurodollar Term Loans as Borrowers may request pursuant to Section 2.03. Each Lender is obligated may at its option make any Eurodollar Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make hereunder)such Term Loan; provided that any exercise of such option shall not affect the obligation of Borrowers to repay such Term Loan in accordance with the terms of this Agreement. Term Borrowings of more than one Type may be outstanding at the same time; provided that Borrowers shall not be entitled to request any Term Borrowing that, if made, would result in more than fifteen Eurodollar Term Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Term Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Term Borrowings. (c) Each Lender shall make each Term Loan to be made by it hereunder on the Closing Date by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 noon, New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrowers in the applicable Borrowing Request. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Term Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Term Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Term Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and Borrowers severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of Borrowers, 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 and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Term Borrowing for purposes of this Agreement, and Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(c) shall cease. (e) Notwithstanding any other provision of this Agreement, Borrowers shall not be entitled to request, or to elect to convert or continue, any Term Borrowing if the Interest Period requested with respect thereto would end after the Term Loan Maturity Date.

Term Loans. (a) 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 as part of a Borrowing consisting of Term Loans made by the Lenders on the Closing Date, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be split among the non-defaulting Lenders ratably 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 Loansamounts set forth in Schedule 2.1; provided, then the balance of such repayment shall be divided among all of the Lenders in accordance with their respective Term Loan Commitments; and (iii) 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 (providedit being understood, however, that no Lender shall be responsible for the failure of any other Lender to make a 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 is obligated 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 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 at the offices of the Administrative Agent's Agent Bank Services Department, 1 Chase ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ Hambousi, for credit to Cendant Corporation Clearing Account, Account No. 144812905 (Reference: Cendant Corporation Term Loan Agreement dated as 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 Borrowing hereunder), the Administrative Agent shall disburse such funds by depositing them into an account of the Borrower maintained with the Administrative Agent. Term Loans shall 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. (a) Subject to Section 4 the terms and conditions hereof, each Term Lender agrees to make two advances to Borrower, 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 first on the Closing Date, but Date in no event on or after the an amount which does not exceed such Term Lender's Term Loan Commitment Termination Date. (b) Each Lender shall make its Percentage Share of $34,200,000 and the second on the Acquisition Closing Date in an amount which does not exceed such Term Lender's Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan Percentage Share of $4,800,000 (or, in immediately available funds not later than 1:00 p.m. (c) The obligations each case if less, such Term Lender's Term Loan Percentage Share of the aggregate amount then requested of all such Term Lenders) (such advances collectively herein called such Term Lender's "Term Loan"), provided that subject to Sections 3.3, 3.4 and 3.6, all Term Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required requested to make a such Term Loan in excess Loans of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be split among the non-defaulting Lenders same Type in accordance with their respective Term Loan Commitment Percentages until Percentage Shares and as part of the same Borrowing. Following such advances, Borrower may have no more than five Borrowings of Eurodollar Loans that are Term Loans outstanding at any time. The obligation of Borrower to repay to each non-defaulting Term Lender has received its the amount of such Term Loan Commitment Percentage made by such Term Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such Term Lender's "Term Note") made by Borrower payable to the order of all such Term Lender in the form of Exhibit B with appropriate insertions. Interest on each Term Note shall accrue and be due and payable as provided herein and therein, with Eurodollar Loans bearing interest at the Eurodollar Rate and Base Rate Loans bearing interest at the Base Rate (subject to the applicability of the outstanding Default Rate and limited by the provisions of Section 10.8). Borrower may not borrow, repay, and reborrow 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 other Lender of its obligation to lend hereunder (provided, that no Lender shall be responsible for the failure of any other Lender to make a Term Loan such other Lender is obligated to make hereunder).

Term Loans. (a) Subject to the terms and conditions set forth herein each Term Loan Lender severally and not jointly agrees to make term loans to the Borrowers in Dollars from time to time, on any Business Day prior to and including the Final Term Loan Funding Date, subject to satisfaction (or waiver by all such Lenders having Term Loan Commitments of the conditions precedent set forth in Section 4 hereof, the Term Loans (i) shall be advanced 5.01 and made ratably by the Lenders in accordance with the Lenders’ respective procedures in Section 2.15(f), upon written request by the Borrowers; provided, that, in addition, after giving effect to the making of any Term Loan, each of the following conditions is satisfied: (i) after the making of such Term Loan, the aggregate Term Loan CommitmentsExposure of all Lenders shall not exceed the Term Loan Amount, and (ii) the Term Loan Exposure of any Term Loan Lender shall not exceed such Lender’s original Term Loan Commitment, (iii) such Term Loans shall may be made by the Lenders on the Closing Date, but in no event more than three (3) occasions on or after prior to the Term Loan Commitment Termination Expiration Date. (b) . Once repaid, whether such repayment is voluntary or required, no portion of the any Term Loans may be reborrowed. Term Loans may be Base Rate Loans or Eurodollar RateSOFR Loans, as further provided herein. Each Lender shall make its Term Loan available on shall be made as part of a request received pursuant to Section 2.15(f) consisting of Term Loans under the proposed dates thereof by causing its Applicable Lending Office to pay Term Loan Facility and of the amount required to a deposit account designated and maintained same Type made by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be 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 ratably in accordance with their respective Term Loan Commitments; and (iii) provided, however, that Term Loans shall be made by Term Loan Lenders ratably in accordance with their respective Term Loan Facility Percentages on the date such Term Loans are made hereunder. The failure of any Term Loan Lender to make any Term Loan required to be made by it shall not in itself relieve any other Term Loan Lender of its obligation to lend hereunder (provided, obligations hereunder; provided that the Term Loan Commitments of the Term Loan Lenders are several and no Term Loan Lender shall be responsible for the failure of any other Term Loan Lender’s failure to make Term Loans as required. (b) Term Loans will be repaid in consecutive equal quarterly installments of principal, commencing July 1, 2021, with each installment of principal (other than the final installment) in an amount equal to the aggregate principal amount of the Term Loans outstanding on the Final Term Loan Funding Date (and after giving effect to any Term Loans made on such date) divided by 21, with the 98 first installment payable on such date and each installment thereafter payable on the first day of each fiscal quarter, with the final installment to be in the then remaining aggregate principal balance of the Term Loans (and including principal, accrued and unpaid interest and other amounts) due on the earlier of the Facility Maturity Date or the termination of the Credit Facility. (c) Subject to Section 3.03, each request of Borrower made to the Administrative Agent for Term Loans shall be comprised entirely of Base Rate Loans or Eurodollar RateSOFR Loans as a Borrower may request in accordance herewith. Each Lender at its option may make any Base Rate Loan or Eurodollar RateSOFR 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 such Borrower to repay such Term Loan in accordance with the terms of this Agreement and such Lender shall not be entitled to any amounts payable under Section 3.01 or 3.04 solely in respect of increased costs resulting from such exercise and existing at the time of such exercise. (d) At the commencement of each Interest Period for any Term Loan denominated as Eurodollar RateSOFR Loan, such Term Loan shall be in an aggregate amount that is an integral multiple of the $5,000,000 and multiples of $1,000,000. At the time that each Base Rate Borrowing is made, such Borrowing shall be in an aggregate minimum of $5,000,000 and multiples of $1,000,000 in excess thereof; provided that Term Loans of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of three (3) Term Loans which Eurodollar Rate BorrowingsSOFR Loans outstanding under the Term Loan Facility. (e) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Term Loan if the Interest Period requested with respect thereto would end after the Facility Maturity Date. (f) To request a Term Loan Facility Borrowing, the applicable Borrower shall notify the Administrative Agent of such other Lender is obligated request in writing by delivery of a Term Loan Request (which may be delivered through Administrative Agent’s electronic platform or portal) not less than five (5) Business Days prior to make hereunderthe requested borrowing date. All Term Loan Requests which are not made on-line via Administrative Agent’s electronic platform or portal shall be subject to (and unless Administrative Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) a customary authentication process by the Administrative Agent (with results reasonably satisfactory to Administrative Agent) prior to the funding of any such requested Term Loan. Each such Term Loan Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (i) the name of the applicable Borrower; (ii) the aggregate amount of (A) the requested Term Loans (the principal amount of Term Loans requested may not be less than $50,000,000 in the aggregate) and (B) the aggregate Term Loan Exposure (after giving effect to the requested Term Loans).; (iii) the date of such Term Loans are to be made, which shall be a Business Day; (iv) whether such Term Loans are to be a Base Rate Borrowing or a Eurodollar Rate BorrowingSOFR Loan;

Term Loans. On the Revolving Commitment Termination Date (aunless such date shall occur as a result of clause (c) Subject to Section 4 hereofof the definition thereof) and upon the receipt by the Administrative Agent of a Loan Notice from the Borrower, the Term Loans (i) which Loan Notice shall be advanced deemed to be a representation and made ratably warranty by the Lenders Borrower that the conditions specified in Section 4.02(a) and (b) have been satisfied on and as of the Revolving Commitment Termination Date, each Lender will make one Term Loan to the Borrower up to but not exceeding the amount of the Revolving Commitments in effect immediately prior to the termination of the Revolving Commitments on the Revolving Commitment Termination Date, as such amount may be reduced from time to time in accordance with this Agreement (the Lenders’ respective "Term Out"). No amounts paid or prepaid with respect to the Term Loan Commitmentsmay be reborrowed. Eurodollar Rate Loans for which the Interest Period shall not have terminated as of the Revolving Commitment Termination Date shall be continued as Eurodollar Rate Loans for the applicable Interest Period and Base Rate Loans shall be continued as Base Rate Loans after the Revolving Commitment Termination Date, and (ii) in each case subject to further elections pursuant to Section 2.02. Any principal repayments received on the Revolving Commitment Termination Date for Revolving Loans not converted into Term Loans shall be made by applied first to Base Rate Loans and, after Base Rate Loans have been paid in full, to Eurodollar Rate Loans, unless the Lenders on Borrower shall have otherwise instructed the Closing DateAdministrative Agent in writing. Upon a Lender making such Term Loan, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated Commitment shall terminate and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) it shall have no Lender shall be required further Revolving Commitment to make a Revolving Loans or Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails Commitment to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be 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 other Lender of its obligation to lend hereunder (provided, that no Lender shall be responsible for the failure of any other Lender to make a Term Loan such other Lender is obligated to make hereunder).

Term Loans. (a) 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 as part of a Borrowing consisting of Term Loans made by the Lenders on the Closing Date, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be split among the non-defaulting Lenders ratably 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 Loansamounts set forth in Schedule 2.1; provided, then the balance of such repayment shall be divided among all of the Lenders in accordance with their respective Term Loan Commitments; and (iii) 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 (providedit being understood, however, that no Lender shall be responsible for the failure of any other Lender to make a 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 is obligated 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 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 at the offices of the Administrative Agent's Agent Bank Services Department, 1 Chase ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇, for credit to Cendant Corporation Clearing Account, Account No. 144812905 (Reference: Cendant Corporation Term Loan Agreement dated as 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 Borrowing hereunder), the Administrative Agent shall disburse such funds by depositing them into an account of the Borrower maintained with the Administrative Agent. Term Loans shall 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. (a) Subject to the terms and conditions hereof (including Section 4 hereof10.14), each Lender agrees to make a single advance to Borrower (herein called such Lender's "Term Loans") on the Closing Date in the amount of such Lender's Term Commitment set forth on the Lender Schedule, provided that the aggregate amount of all Term Loans (i) shall be advanced and made ratably by does not exceed the Lenders in accordance with the Lenders’ respective total Term Loan Commitments, and (ii) the Commitment. Term Loans shall be made by consist of Base Rate Loans or Eurodollar Loans, or a combination thereof as Borrower may request in writing as provided in Section 2.2 or as otherwise provided in Section 2.3; provided that Borrower may have no more than five (5) Borrowings of Eurodollar Loans that are Term Loans outstanding at any time. The obligation of Borrower to repay to each Lender the Lenders on the Closing Date, but in no event on or after amount of the Term Loan Commitment Termination Date. made by such Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (bherein called such Lender's "Term Note") Each made by Borrower payable to the order of such Lender in the form of Exhibit A-2 with appropriate insertions. The amount of principal owing on any Lender's Term Note at any given time shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay be the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s 's Term Loan Commitment; (ii) if a SECOND AMENDED AND RESTATED CREDIT AGREEMENT minus all payments of principal theretofore received by such Lender fails to make its on such Term Loan Note. Interest on each Term Note shall accrue and be due and payable as or when required hereunder provided herein and the Borrower subsequently makes a repayment therein. Each Term Note shall be due and payable as provided herein and therein, and shall be due and payable in full on the Term Loans, such repayment shall be 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 Maturity Date. No portion 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 other Lender of its obligation to lend hereunder (provided, that no Lender shall has been repaid may be responsible for the failure of any other Lender to make a Term Loan such other Lender is obligated to make hereunder)reborrowed.

Term Loans. (a) Subject to Section 4 hereof, the Term Loans (i) Each Loan shall be advanced and made ratably by as part of a Borrowing consisting of Loans of the Lenders in accordance with the Lenders’ respective Term Loan Commitments, and (ii) the Term Loans shall be same Class made by the Lenders on the Closing Date, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be split among the non-defaulting Lenders ratably 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 applicable Commitments; and (iii) the . 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 (provided, obligations hereunder; PROVIDED that the Commitments of the Lenders are several and no Lender shall be responsible for the failure of any other Lender's failure to make Loans as required. (b) Subject to Section 2.13, each Loan shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; PROVIDED that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. (c) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Tranche A Maturity Date or Tranche B Maturity Date, as applicable. (d) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 12:00 noon, New York City time, and the Administrative Agent shall by 2:00 p.m., New York City time, credit the amounts so received to the account or accounts specified from time to time in one or more notices delivered by the Company to the Administrative Agent or, if a Term Loan Borrowing shall not occur on such other Lender is obligated date because any condition precedent herein specified shall not have been met, return the amounts so received to make hereunder)the respective Lenders.

Term Loans. (a) Subject to the terms and conditions set forth herein each Term Loan Lender severally and not jointly agrees to make term loans to the Borrowers in Dollars from time to time, on any Business Day prior to and including the Final Term Loan Funding Date, subject to satisfaction (or waiver by all such Lenders having Term Loan Commitments of the conditions precedent set forth in Section 4 hereof, the Term Loans (i) shall be advanced 5.01 and made ratably by the Lenders in accordance with the Lenders’ respective procedures in Section 2.15(f), upon written request by the Borrowers; provided, that, in addition, after giving effect to the making of any Term Loan, each of the following conditions is satisfied: (i) after the making of such Term Loan, the aggregate Term Loan CommitmentsExposure of all Lenders shall not exceed the Term Loan Amount, and (ii) the Term Loan Exposure of any Term Loan Lender shall not exceed such Lender’s original Term Loan Commitment, (iii) such Term Loans shall may be made by the Lenders on the Closing Date, but in no event more than three (3) occasions on or after prior to the Term Loan Commitment Termination Expiration Date. (b) . Once repaid, whether such repayment is voluntary or required, no portion of the any Term Loans may be reborrowed. Term Loans may be Base Rate Loans or SOFR Loans, as further provided herein. Each Lender shall make its Term Loan available on shall be made as part of a request received pursuant to Section 2.15(f) consisting of Term Loans under the proposed dates thereof by causing its Applicable Lending Office to pay Term Loan Facility and of the amount required to a deposit account designated and maintained same Type made by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be 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 ratably in accordance with their respective Term Loan Commitments; and (iii) provided, however, that Term Loans shall be made by Term Loan Lenders ratably in accordance with their respective Term Loan Facility Percentages 92 on the date such Term Loans are made hereunder. The failure of any Term Loan Lender to make any Term Loan required to be made by it shall not in itself relieve any other Term Loan Lender of its obligation to lend hereunder (provided, obligations hereunder; provided that the Term Loan Commitments of the Term Loan Lenders are several and no Term Loan Lender shall be responsible for the failure of any other Lender Term Loan Lender’s failure to make a Term Loans as required. (b) Term Loans will be repaid in consecutive equal quarterly installments of principal, commencing July 1, 2021, with each installment of principal (other than the final installment) in an amount equal to the aggregate principal amount of the Term Loans outstanding on the Final Term Loan Funding Date (and after giving effect to any Term Loans made on such date) divided by 21, with the first installment payable on such date and each installment thereafter payable on the first day of each fiscal quarter, with the final installment to be in the then remaining aggregate principal balance of the Term Loans (and including principal, accrued and unpaid interest and other Lender is obligated to make hereunder)amounts) due on the earlier of the Facility Maturity Date or the termination of the Credit Facility.

Term Loans. (a) Subject to the terms and conditions of this Agreement, the Banks agree to make loans to Borrower as provided in this Article II. (b) Subject to the terms and conditions set forth herein, during the Commitment Period, each Bank hereby severally and not jointly agrees to make a term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”), in Dollars, to Borrower as requested by the Borrower in accordance with Section 4 hereof2.05 (the first of such draws, the “Initial Loan Borrowing” and each subsequent borrowing, a “Delayed Loan Borrowing”, and collectively, the “Loan Borrowings”); provided that (i) the Initial Loan Borrowing shall be in a minimum amount of $187,500,000 and each Delayed Loan Borrowing shall be in a minimum amount of $20,000,000, (ii) Borrower shall make Loan Borrowings (for the avoidance of doubt, including the Initial Loan Borrowing) in an aggregate principal amount equal to at least 50% of the Total Loan Commitment on or before Ap▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) ▇ll Loan Borrowings shall be made no later than the last day of the Commitment Period, (iv) the aggregate principal amount of any such Loan Borrowing shall not exceed the amount of the unused Total Loan Commitment on the date of such Loan Borrowing, and (v) the principal amount of Term Loans made by any Bank to the Borrower shall not exceed such Bank’s Loan Commitment. The Loan Commitments, with respect to the making of the Term Loans (i) and not with respect to the obligations of the Banks to Convert or Continue any Loans), shall be advanced and made ratably by expire on the Lenders in accordance with last day of the Lenders’ respective Commitment Period (regardless of the failure of the Borrower to request a Delayed Loan Borrowing or the failure of the Borrower to fully utilize the Loan Commitments). Each Term Loan Commitments, and (ii) the Term Loans shall be made by the Lenders on Banks ratably in accordance with their respective Loan Commitments. The Term Loans may be outstanding as: (1) Base Rate Loans; (2) LIBOR Loans; or (3) a combination of the Closing Dateforegoing, but as Borrower shall elect and notify Administrative Agent in no event on or after the Term accordance with Section 2.14. Each LIBOR Loan Commitment Termination Date. (b) Each Lender and Base Rate Loan of each Bank shall make its Term Loan available on the proposed dates thereof by causing its be maintained at such Bank’s Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m.Office. (c) The obligations of the Lenders hereunder Banks under this Agreement are several several, and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be 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 other Lender of its obligation to lend hereunder (provided, that no Lender Bank shall be responsible for the failure of any other Lender Bank to make any advance of a Term Loan to be made by such other Lender is obligated Bank. However, the failure of any Bank to make hereunder)any advance of each Loan to be made by it hereunder on the date specified therefor shall not relieve any other Bank of its obligation to make any advance of its Loans specified hereby to be made on such date.

Term Loans. (a) Subject to Section 4 hereof, the Each Term Loan shall be made as part of a Borrowing consisting of 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 Closing Date, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be split among the non-defaulting Lenders ratably 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 applicable Term Loan Commitments; and (iii) provided that the failure of any Lender to make any its Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (providedit being understood, however, that no Lender shall be responsible for the failure of any other Lender to make a 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 is obligated may at its option make any Eurodollar Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make hereundersuch 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 12:00 (noon), New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received 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 will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent 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 Lender shall not have made such portion available to the Administrative Agent, each of such Lender and Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Term Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 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 applicable.

Term Loans. (a) 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 as part of a Borrowing consisting of Term Loans made by the Lenders on the Closing Date, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be split among the non-defaulting Lenders ratably 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 Loansamounts set forth in Schedule 2.1; provided, then the balance of such repayment shall be divided among all of the Lenders in accordance with their respective Term Loan Commitments; and (iii) 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 (providedit being understood, however, that no Lender shall be responsible for the failure of any other Lender to make a 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 is obligated 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 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 at the offices of the Administrative Agent's Agent Bank Services Department, 1 Chase ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇, for credit to Cendant Corporation Clearing Account, Account No. 144812905 (Reference: Cendant Corporation Credit Agreement dated as 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 Borrowing hereunder), the Administrative Agent shall disburse such funds by depositing them into an account of the Borrower maintained with the Administrative Agent. Term Loans shall 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. Subject to the terms and conditions hereof, each Term Lender agrees to make a single advance to Borrower (herein called such Lender's "Term Loan") upon Borrower's request on or before November ____, 1998, provided that (a) Subject to Section 4 hereof, such Term Loan does not exceed such Term Lender's Term Loan amount set forth on the Lender Schedule and (b) the aggregate amount of all Term Loans (i) shall be advanced and made ratably by the Lenders in accordance with the Lenders’ respective does not exceed $175,000,000. Portions of each Lender's Term Loan Commitments, and (ii) may from time to time be designated as a Base Rate Loan or Eurodollar Loan as provided herein. The obligation of Borrower to repay to each Term Lender the Term Loans shall be made by the Lenders on the Closing Date, but in no event on or after amount of the Term Loan Commitment Termination Date. made by such Term Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (bherein called such Term Lender's "Term Note") Each made by Borrower payable to the order of such Term Lender in the form of Exhibit A-2 with appropriate insertions. The amount of principal owing on any Term Lender's Term Note at any given time shall make its be the amount of such Term Lender's Term Loan available minus all payments of principal theretofore received by such Term Lender on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated such Term Note. Interest on each Term Note shall accrue and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several be due and not joint; therefore, notwithstanding anything payable as provided herein to the contrary: (i) no Lender and therein. Each Term Note shall be required to make a Term Loan due and payable as provided herein and therein, and shall be due and payable in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment full on the Term Loans, such repayment shall be 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 Maturity Date. No portion 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 other Lender of its obligation to lend hereunder (provided, that no Lender shall which has been repaid may be responsible for the failure of any other Lender to make a Term Loan such other Lender is obligated to make hereunder)reborrowed.

Term Loans. (a) Subject to Section 4 hereof, the Each Term Loan shall be made in Dollars as part of a Borrowing consisting of 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 Closing Date, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be split among the non-defaulting Lenders ratably 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 applicable Commitments; and (iii) 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 (providedit being understood, however, that no Lender shall be responsible for the failure of any other Lender to make a 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 is obligated may at its option make any Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make hereundersuch 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 2:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand (but without duplication) such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Term Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Term Loans. The Borrower shall repay to the Term Lenders the aggregate principal amount of all Term Loans outstanding on the following dates in the respective amounts set forth opposite such dates (a) Subject which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05 and increased with respect to any increase to the Term Loan pursuant to Section 4 hereof2.01(b) and Section 2.16)), unless accelerated sooner pursuant to Section 8.02; provided however that the amount of any such payment on the installment dates set forth in the table above shall be automatically adjusted to account for the making of any Delayed Draw Term Loans as follows: from and after the making of any Delayed Draw Term Loan, the Borrower shall make payments on the Term Loans (as increased by such Delayed Draw Term Loans) resulting in quarterly scheduled amortization payments that represent the same percentage as the amortization, expressed as a percentage, that is applicable to the Term Loans (without giving effect to the impact of any mandatory or voluntary prepayments on such scheduled amortization) immediately prior to such Borrowing of Delayed Draw Term Loans (it being understood that, for the avoidance of doubt, no such making of any Delayed Draw Term Loans shall result in a decrease in the amortization applicable to any Term Loans outstanding immediately prior to such Borrowing of Delayed Draw Term Loans), it being understood and agreed that the automatic increase to the installments described in this proviso shall not occur until the installment date representing the last day of the first full Fiscal Quarter after the Borrowing of such Delayed Draw Term Loan; provided further, that (i) shall be advanced and made ratably by the Lenders in accordance with the Lenders’ respective Term Loan Commitments, and (ii) final principal repayment installment of the Term Loans shall be made by the Lenders repaid on the Closing Date, but Maturity Date and in no any event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the be in an amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein equal to the contrary: (i) no Lender shall be required to make a aggregate principal amount of all Term Loan in excess of Loans outstanding on such Lender’s Term Loan Commitment; date, (ii) if a Lender fails any principal repayment installment to make its Term Loan as or when required hereunder and be made by the Borrower subsequently makes (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 Term Loansnext succeeding Business Day, and such repayment extension of time shall be split among reflected in computing interest or fees, as 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 case may be divided among all of the Lenders in accordance with their respective Term Loan Commitments; and (iii) if any principal repayment installment to be made by the failure of any Lender to make any Borrower on a Term SOFR Loan shall not in itself relieve any come due on a day other Lender of its obligation to lend hereunder (providedthan a Business Day, that no Lender such principal repayment installment shall be responsible for extended to the failure next succeeding Business Day unless the result of any other Lender such extension would be to make a Term Loan extend such other Lender is obligated to make hereunder)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. (a) Subject to Section 4 hereofthe terms and conditions set forth herein and in the Amended and Restated Credit Agreement, as of the Restatement Effective Date, each Extending Term Lender agrees that its Term Loans will be modified to become Term B Loans of like outstanding principal amount. The Term Loans of each Declining Term Lender shall remain outstanding as Term A Loans. Notwithstanding the foregoing, in the event that the aggregate principal amount of Term Loans of Extending Term Lenders is greater than $125,000,000, the Borrower may (but shall not be obligated to) elect by written notice to the Administrative Agent to cause less than all (but not less than $125,000,000 aggregate principal amount) of 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 Closing Date, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Extending Term Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a become Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term B Loans, such repayment shall allocation to be split among the non-defaulting Lenders in accordance with their respective made on a pro rata basis. The Term Loan Commitment Percentages until each non-defaulting Lender has received its Term Loan Commitment Percentage of all Loans of the outstanding Extending Term Lenders that shall become Term B Loans pursuant to this Section are referred to herein as “Extending Term Loans”. The Interest Periods and Adjusted LIBO Rates in effect for the Term Borrowings immediately prior to the Restatement Effective Date shall remain in effect for the Term A Borrowings and the Term B Borrowings resulting from the effectiveness of this Agreement on the Restatement Effective Date, then the balance notwithstanding any contrary provision of such repayment shall be divided among all Section 2.02 or 2.10 of the Lenders in accordance Original Credit Agreement or the Amended and Restated Credit Agreement, with their respective Term Loan Commitments; and (iii) only the failure of any Lender to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (provided, that no Lender shall be responsible Applicable Percentage for the failure of any other Lender to make a Term Loan such other Lender is obligated to make hereunder)B Borrowings changing as of, and with effect from and after, the Restatement Effective Date.

Term Loans. On the Effective Date, (ai) Subject the Existing Facility A Term Loans held by the Existing Lenders under the Existing Credit Agreement shall automatically, and without any action on the part of any Person, be designated as Term Loans hereunder, and each of the Existing Lenders, if any, whose relative proportion of Term Loan Commitments hereunder is increasing over the proportion of Existing Facility A Term Loans held by it under the Existing Credit Agreement (each, an "Increasing Term Loan Lender") shall, by assignments from the Existing Lenders whose relative proportion of Term Loan Commitments hereunder is decreasing from its relative proportion of Existing Facility A Term Loans (which assignments shall be deemed to Section 4 hereofoccur automatically on the Effective Date), acquire a portion of the Term Loans (i) shall be advanced and made ratably by the Lenders in accordance with the of such Existing Lenders’ respective Term Loan Commitments, and (ii) the Term Loans shall be made by the Lenders on the Closing Date, but in no event on or after the Term Loan Commitment Termination Date. (b) Each each New Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make that is a Term Loan in excess of such Lender’s Lender and each Increasing Term Loan Commitment; (ii) if a Lender fails severally agrees, on the terms and conditions of this Agreement, to make its Term Loan as or when required hereunder and the Borrower subsequently makes (on a repayment on the Term Loans, such repayment shall be split among the non-defaulting Lenders in accordance with their respective Term Loan Commitment Percentages until each non-defaulting Lender has received pro rata basis) a loan under its Term Loan Commitment Percentage of all of hereunder to the outstanding Borrower in Dollars and/or (iii) the Borrower shall prepay the Term LoansLoans held by the Existing Lenders (on a non-pro rata basis), then such that after giving effect to such assignments, loans and/or prepayments the balance of such repayment Credit Agreement Term Loan Lenders shall be divided among all of hold the Lenders Term Loans hereunder ratably in accordance with their respective Term Loan Commitments; . From and after the Effective Date, the Borrower may Convert Term Loans of one Type into Term Loans of another Type (iiias provided in Section 2.09 hereof) or Continue Term Loans of one Type as Term Loans of the failure of any Lender to make any Term Loan shall not same Type (as provided in itself relieve any other Lender of its obligation to lend hereunder (provided, that no Lender shall be responsible for the failure of any other Lender to make a Term Loan such other Lender is obligated to make hereunderSection 2.09 hereof).

Term Loans. (a) Subject to Section 4 hereof, the Each Term Loan shall be made as part of a Borrowing consisting of 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 Closing Date, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be split among the non-defaulting Lenders ratably 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 applicable Commitments; and (iii) 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 (providedit being understood, however, that no Lender shall be responsible for the failure of any other Lender to make a 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 (i) an integral multiple of $1,000,000 and not less than $5,000,000 (except, with respect to any Incremental Term Borrowing, to the extent otherwise provided in the related Incremental Assumption Agreement) or (ii) in the case of the Term Loans deemed made on the Closing Date, equal to the applicable Commitments. (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 is obligated may at its option make any Eurodollar Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make hereundersuch Term Loan; provided that, subject to Section 2.21(b), 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 Table of Contents Borrower shall not be entitled to request any Borrowing that, if made, would result in more than 10 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 (other than, for the avoidance of doubt, Term Loans received in exchange for Existing Indebtedness) 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., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Term Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement. (e) 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 applicable Term Loan Maturity Date.

Term Loans. (a) Subject to Section 4 hereofthe terms and conditions set forth herein, the Term Loan Lenders on the Effective Date severally and not jointly made Term Loans to the Borrower on the Effective Date, in an aggregate original principal amount equal to $100,000,000 (i) shall be advanced each such term loan, a “Closing Date Term Loan” and made ratably by collectively, the Lenders in accordance with “Closing Date Term Loans”). Subject to the Lenders’ respective terms and conditions set forth herein, each Second Amendment Increase Lender severally and not jointly agrees to make an additional Term Loan Commitments(each such term loan, a “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans”) to the Borrower on no more than two (ii2) occasions from time to time, on any Business Day during the applicable Availability Period, in an aggregate principal amount not to exceed such Second Amendment Increase Lender’s Delayed Draw Term Loan Commitment remaining on such date. The aggregate amount of each draw of Delayed Draw Term Loans shall be made by in a minimum principal amount equal to the Lenders on lesser of (a) $25,000,000 and (b) the Closing Dateremaining unused amount of the Delayed Draw Term Loan Commitment. Upon the funding of all or any portion of the Delayed Draw Term Loans, but in no event on the respective amounts of the Delayed Draw Term Loan Commitments shall automatically terminate. Amounts borrowed under this Section 2.2(a) and repaid or after prepaid may not be reborrowed. Term Loan Commitments (including any Delayed Draw Term Loan Commitment) not drawn under the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available Facility on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations last day of the Lenders hereunder are several applicable Availability Period shall automatically terminate and not joint; therefore, notwithstanding anything herein to the contrary: (i) shall no Lender shall longer be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be 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 other Lender of its obligation to lend hereunder (provided, that no Lender shall be responsible available for the failure of any other Lender to make a Term Loan such other Lender is obligated to make borrowing hereunder).

Term Loans. (a) Subject to Section 4 hereofDuring the Commitment Period, each of the Term Loans Lenders severally agrees to make term loans (the “Term Loans”), in Dollars, to the Borrower from time to time on any Business Day prior to the Term Loan Termination Date, in up to three (3) separate draw downs by the Borrower; provided that after giving effect to any such Term Loans, (i) with respect to the Term Lenders collectively, the Outstanding Amount of Term Loans shall not exceed TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) (as such amount may be advanced and made ratably by the Lenders decreased in accordance with the Lenders’ respective provisions hereof, the “Aggregate Term Loan Commitments, Committed Amount”) and (ii) the with respect to each Term Loans shall be made by the Lenders on the Closing DateLender individually, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make Loans shall not exceed its respective Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on Committed Amount. Each Term Loan Borrowing shall consist of Term Loans made simultaneously by the Term Loans, such repayment shall be split among the non-defaulting Lenders in accordance with their respective Term Loan Commitment Percentages until each non-defaulting Lender has received its Percentage of the Aggregate Term Loan Commitment Percentage Committed Amount. Amounts repaid on the Term Loans may not be reborrowed. The Term Loans may consist of all of the outstanding Term Base Rate Loans, then Eurodollar Rate Loans or a combination thereof, as the balance of such repayment shall be divided among all of the Lenders in accordance with their respective Term Loan CommitmentsBorrower may request; and (iii) the failure of any Lender to make provided, however, any Term Loan shall not in itself relieve Borrowing made on the Closing Date or any other Lender of its obligation to lend hereunder the three (provided, that no Lender 3) Business Days following the Closing Date shall be responsible for made as Base Rate Loans unless the failure Borrower delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of any other Lender to make a such Term Loan such other Lender is obligated to make hereunder)Borrowing.

Term Loans. (ai) Subject to Section 4 hereofand upon the terms and conditions herein set forth, each Lender severally agrees to make a loan or loans (each such Term Loan a “Term Loan” and collectively as the “Term Loans”) in the amount set forth opposite such Lender’s name on Schedule 1.01(a) to the Borrower, which Term Loans (i) shall be advanced and made ratably by not exceed, for any such Lender, the Lenders in accordance with the Lenders’ respective Term Loan CommitmentsCommitment of such Lender, and (ii) shall not exceed, in the aggregate, the Total Term Loans Loan Commitment, (iii) shall be made by the Lenders on the Closing Date, (iv) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Index Rate Loans or LIBOR RateTerm SOFR Loans; provided, that all such Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, and (v) may be repaid or prepaid in accordance with the provisions hereof (subject to the Applicable Prepayment Premium), but in no event once repaid or prepaid may not be reborrowed; provided, further, that notwithstanding the foregoing, on or and after the Amendment No. 2 Effective Date, “Term Loan Commitment Termination DateLoans” shall include the 2022 Supplemental Term Loans. (bii) Each At any time during the 2022-I Supplemental DDTL Commitment Period, subject to the terms and conditions set forth in Section 7.02 hereof, each Lender with a 2022-I Supplemental DDTL Commitment severally agrees to make to the Borrower on the 2022-I Supplemental DDTL Funding Date, 2022-I Supplemental DDTLs denominated in Dollars in aggregate amounts requested by the Borrower which (x) are no less than the Minimum 2022 Supplemental DDTL Borrowing Amount with respect to such Borrowing, and (y) notwithstanding the foregoing do not exceed the aggregate unfunded 2022-I Supplemental DDTL Commitments as of such 2022-I Supplemental DDTL Funding Date immediately prior to giving effect to such Borrowing; provided that the amount of 2022-I Supplemental DDTLs to be funded by any such Lender on such applicable 2022-I Supplemental DDTL Funding Date shall make its Term Loan not exceed such L▇▇▇▇▇’s unfunded 2022-I Supplemental DDTL Commitment as of such 2022-I Supplemental DDTL Funding Date immediately prior to giving effect to such Borrowing; provided, further, that for the avoidance of doubt, any proposed Borrowing of 2022-I Supplemental DDTLs shall be funded in part with the 2022-II Supplemental DDTLs, to the extent 2022-II Supplemental DDTL Commitments are available on the proposed dates thereof by causing its Applicable Lending Office 2022-1 Supplemental DDTL Funding Date in accordance with Section 2.07. (iii) At any time during the 2022-II Supplemental DDTL Commitment Period, subject to pay the amount required terms and conditions set forth in Section 7.02 hereof, each Lender with a 2022-II Supplemental DDTL Commitment severally agrees to a deposit account designated and maintained make to the Borrower on the 2022-II Supplemental DDTL Funding Date, 2022-II Supplemental DDTLs denominated in Dollars in aggregate amounts requested by the Borrower with JPMorgan in which notwithstanding the foregoing do not exceed the aggregate unfunded 2022-II Supplemental DDTL Commitments as of such 2022-II Supplemental DDTL Funding Date immediately available funds prior to giving effect to such Borrowing; provided that the amount of 2022-II Supplemental DDTLs to be funded by any such Lender on such applicable 2022-II Supplemental DDTL Funding Date shall not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of exceed such Lender’s Term Loan Commitmentunfunded 2022-II Supplemental DDTL Commitment as of such 2022-II Supplemental DDTL Funding Date immediately prior to giving effect to such Borrowing; (ii) if a Lender fails provided, further, that for the avoidance of doubt, any proposed Borrowing of 2022-II Supplemental DDTLs shall be funded in part with the 2022-I Supplemental DDTLs, to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment extent 2022-II Supplemental DDTL Commitments are available on the Term Loans, such repayment shall be split among the nonproposed 2022-defaulting Lenders II Supplemental DDTL Funding Date 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 other Lender of its obligation to lend hereunder (provided, that no Lender shall be responsible for the failure of any other Lender to make a Term Loan such other Lender is obligated to make hereunder)Section 2.07.

Term Loans. (a) Subject to the terms and conditions of this Agreement, the Banks agree to make loans to Borrower as provided in this Article II. (b) Subject to the terms and conditions set forth herein, during the Commitment Period, each Bank hereby severally and not jointly agrees to make a term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”), in Dollars, to Borrower as requested by the Borrower in accordance with Section 4 hereof2.05 (the first of such draws, the “Initial Loan Borrowing” and each subsequent borrowing, a “Delayed Loan Borrowing”, and collectively, the “Loan Borrowings”); provided that (i) the Initial Loan Borrowing shall be in a minimum amount of $187,500,000 and each Delayed Loan Borrowing shall be in a minimum amount of $20,000,000, (ii) Borrower shall make Loan Borrowings (for the avoidance of doubt, including the Initial Loan Borrowing) in an aggregate principal amount equal to at least 50% of the Total Loan Commitment on or before ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) all Loan Borrowings shall be made no later than the last day of the Commitment Period, (iv) the aggregate principal amount of any such Loan Borrowing shall not exceed the amount of the unused Total Loan Commitment on the date of such Loan Borrowing, and (v) the principal amount of Term Loans made by any Bank to the Borrower shall not exceed such Bank’s Loan Commitment. The Loan Commitments, with respect to the making of the Term Loans (i) and not with respect to the obligations of the Banks to Convert or Continue any Loans), shall be advanced and made ratably by expire on the Lenders in accordance with last day of the Lenders’ respective Commitment Period (regardless of the failure of the Borrower to request a Delayed Loan Borrowing or the failure of the Borrower to fully utilize the Loan Commitments). Each Term Loan Commitments, and (ii) the Term Loans shall be made by the Lenders on Banks ratably in accordance with their respective Loan Commitments. The Term Loans may be outstanding as: (1) Base Rate Loans; (2) LIBOR Loans; or (3) a combination of the Closing Dateforegoing, but as Borrower shall elect and notify Administrative Agent in no event on or after the Term accordance with Section 2.14. Each LIBOR Loan Commitment Termination Date. (b) Each Lender and Base Rate Loan of each Bank shall make its Term Loan available on the proposed dates thereof by causing its be maintained at such Bank’s Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m.Office. (c) The obligations of the Lenders hereunder Banks under this Agreement are several several, and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be 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 other Lender of its obligation to lend hereunder (provided, that no Lender Bank shall be responsible for the failure of any other Lender Bank to make any advance of a Term Loan to be made by such other Lender is obligated Bank. However, the failure of any Bank to make hereunder)any advance of each Loan to be made by it hereunder on the date specified therefor shall not relieve any other Bank of its obligation to make any advance of its Loans specified hereby to be made on such date.

Term Loans. Subject to the terms and conditions hereof, ---------- each Term Lender agrees to make one (1) advance to Term Borrower (herein called such Lender's "Term Loan") upon Term Borrower's request on or before May 15, --------- 2001, provided that (a) Subject such Term Loan by each Term Lender does not exceed such Term Lender's Term Loan amount set forth on the Lender Schedule and (b) the aggregate amount of all Term Loans does not exceed $100,000,000. Portions of each Term Lender's Term Loan may from time to Section 4 hereof, time be designated as a Term Base Rate Loan or Term LIBOR Loan as provided herein. The obligation of Term Borrower to repay to each Term Lender the amount of the Term Loans (i) Loan made by such Term Lender to Term Borrower, together with interest accruing in connection therewith, shall be advanced and evidenced by a single promissory note (herein called such Term Lender's "Term Note") made ratably by Term Borrower payable to the Lenders order of such --------- Term Lender in accordance the form of Exhibit A-3 with appropriate insertions. The amount of principal owing on any Term Lender's Term Note at any given time shall be the Lenders’ respective amount of such Term Lender's Term Loan Commitmentsminus all payments of principal theretofore received by such Term Lender on such Term Note. Interest on each Term Note shall accrue and be due and payable as provided herein and therein. Each Term Note shall be due and payable as provided herein and therein, and (ii) shall be due and payable in full on the Term Loan Maturity Date. No portion of any Term Loan which has been repaid may be reborrowed. Term Borrower may have no more than three Borrowings of Term LIBOR Loans outstanding at any time. All payments of principal and interest on the Term Loans shall be made by the Lenders on the Closing Date, but in no event on or after the Dollars. All Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender Loans shall be required advanced to make a Term Loan Borrower in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be 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 other Lender of its obligation to lend hereunder (provided, that no Lender shall be responsible for the failure of any other Lender to make a Term Loan such other Lender is obligated to make hereunder)Dollars.

Term Loans. (a) Subject to fulfillment of the conditions precedent set forth in Section 4 hereof4.2, on the Closing Date, each Term Loans (i) Lender shall be advanced deposit an amount equal to its Term Loan Commitment at the Agent's office in Chicago, Illinois, no later than 12:00 noon Chicago time, in immediately available funds. The Agent shall make the proceeds of such amounts received by it available to the Borrower at the Agent's office in Chicago, Illinois not later than 2:00 p.m. Chicago time on the Closing Date, and made ratably by the Lenders shall disburse such proceeds in accordance with the Lenders’ respective Term Loan Commitments, and (ii) the Borrower's disbursement instructions. The Term Loans shall be made by the Term Lenders on the Closing Datesimultaneously, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be 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 other Lender of its obligation to lend hereunder (provided, it being understood that no Lender shall be responsible for the any failure by any other Term Lender to perform its obligation to make its Term Loan hereunder nor shall any Term Lender's Term Loan Commitment be increased or decreased as a result of such failure. The failure of any other Term Lender to make a available to the Agent an amount equal to its Term Loan Commitment on the Closing Date shall not relieve any other Term Lender of its obligation hereunder to make available such other Lender is obligated Term Lender's Term Loan on the Closing Date pursuant to make hereunderthe terms of this Agreement. 4-18 (b) Subject to conversion pursuant to Section 2.15 below, the Term Loans initially shall be either an ABR Loan or a Eurodollar Loan, as the Borrower may designate in its notice of the Closing Date described in Section 4.2(d). The Borrower shall give the Agent written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) no later than 5:00 p.m Chicago time at least four Business Days prior to the Closing Date. Such notice shall be irrevocable, shall refer to this Agreement and shall specify (i) whether the Term Loans initially will be made as a Eurodollar Loan or an ABR Loan; (ii) the date of the Closing Date (which shall be a Business Day); (iii) if the Term Loans initially will be made as a Eurodollar Loan, the Interest Period with respect thereto. If such notice does not specify whether the Term Loans are to be made as a Eurodollar Loan or an ABR Loan, then the Term Loans initially shall be made as an ABR Loan. If the Borrower specifies that the Term Loans initially will be made as a Eurodollar Loan, but the notice in respect thereof does not specify the Interest Period for such Eurodollar Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Agent shall promptly advise the Term Lenders of the notice given pursuant to this Section 2.2.

Term Loans. (ai) Subject On the Restatement Effective Date, the Existing Term Loans held by the Existing Lenders under the Original Credit Agreement shall automatically, and without any action on the part of any Person, be designated as Term Loans owing by Alflex hereunder and each of the New Lenders that is a Term Loan Lender (and each Existing Lender, if any, whose relative proportion of Term Loans hereunder is increasing over the proportion of Existing Term Loans held by it under the Original Credit Agreement) shall, by assignments from the Existing Lenders (which shall be deemed to Section 4 hereofoccur automatically on the Restatement Effective Date), acquire a portion of the Term Loans of the Existing Lenders in such amounts (i) and the Lenders shall, through the Administrative Agent, make such additional adjustments among themselves as shall be advanced necessary) so that after giving effect to such assignments and made ratably by adjustments, the Lenders in accordance with the Lenders’ respective Term Loan Commitments, and (ii) shall hold the Term Loans shall be made by the Lenders on the Closing Date, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be 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 ratably in accordance with their respective Term Loan Commitments; . (ii) On the Restatement Effective Date all Interest Periods under the Original Credit Agreement in respect of the Existing Term Loans shall automatically be terminated, and, from and after the Restatement Effective Date, Alflex may Convert Term Loans of one Type into Term Loans of another Type (iiias provided in Section 2.09 hereof) or Continue Term Loans of one Type as Term Loans of the failure of any Lender to make any Term Loan shall not same Type (as provided in itself relieve any other Lender of its obligation to lend hereunder (provided, that no Lender shall be responsible for the failure of any other Lender to make a Term Loan such other Lender is obligated to make hereunderSection 2.09 hereof).

Term Loans. (a) Subject to Section 4 hereof, the Term Loans (i) shall be advanced and made ratably by the Lenders in accordance with the Lenders’ respective Each Term Loan Commitments, and (ii) the Term Loans shall be made as part of a Borrowing consisting of such Term Loans made by the applicable Lenders on the Closing Date(each, but in no event on or after the a “Term Loan Commitment Termination Date. (bLender”) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be split among the non-defaulting Lenders ratably 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 Loansapplicable Commitments, then the balance of such repayment shall be divided among all of the Lenders in accordance with their respective Term Loan Commitmentsrespectively; and (iii) provided, however, that the failure of any Lender to make any a Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (providedit 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 or C$1,000,000, as applicable and not less than $5,000,000 or C$5,000,000, as applicable, or (ii) equal to the remaining available balance of the applicable Commitments. (a) Subject to Sections 2.08 and 2.15 each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Lead Borrower (on behalf of itself or the Canadian Borrower) may request pursuant to Section 2.03. Each Lender is obligated may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make hereundersuch 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 (on behalf of itself or the Canadian 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. (b) 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., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account designated by the Lead Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (c) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the applicable Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the applicable Borrower, a rate per annum equal to the interest rate applicable at the time to the Term Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement.

Term Loans. (a) Subject Each Lender hereby severally agrees that, at the request of any Borrower, absent an Event of Default and subject to Section 4 hereofthe terms and conditions hereinafter set forth and upon the simultaneous payment in full of principal of, and interest on, all Revolving Credit Loans then outstanding under Facility B, it shall make a Term Loan to such Borrower on the Term Loans (i) Conversion Date which shall be in a principal amount not exceeding the then outstanding principal amounts which such Lender has advanced under Facility B; provided, however, that such payment in full of the Revolving Credit Loans then outstanding under Facility B and made ratably by the Lenders in accordance with the Lenders’ respective Term Loan Commitments, and (ii) making of the Term Loans shall occur simultaneously and the proceeds of such Term Loans shall be applied to such payment of the Revolving Credit Loans under Facility B. Any request by a Borrower for the Term Loans hereunder shall be made by written notice to the Lenders on Agent at least three (3) Business Days prior to the Closing Conversion Date, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required to make a Term Loan in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loans, such repayment shall be split among the non-defaulting Lenders in accordance with their respective Term Loan Commitment Percentages until made pro rata from 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 Percentages of the Total Commitment. Such notice shall specify the principal amount of the Term Loans. Upon receipt of such request for the Term Loans hereunder, the Agent shall promptly notify the other Lenders, specifying the principal amount thereof. Each Lender shall make its Term Loan Commitments; and hereunder on the Conversion Date by delivering to the Agent the amount thereof in immediately available funds (iii) except to the failure extent the proceeds of such Term Loan are to be applied simultaneously to the payment of the Revolving Credit Note payable to such Lender as aforesaid), by not later than 1:00 p.m., Boston time, on the Conversion Date. The Agent shall credit the amount of any Lender such funds provided by the Lenders to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (provided, that no Lender shall be responsible for the failure of any other Lender to make account designated by the Borrower requesting a Term Loan or, if such other Lender is obligated Borrower does not designate any account, to make hereunder)DRC's regular deposit account with the Agent.

Term Loans. Each Lender severally agrees, on the terms and ---------- conditions set forth herein, to make a loan to the Borrower (aeach such loan, a "Term Loan") Subject to Section 4 hereofsuch that, on the Term Conversion Date such Lender's Revolving Loans (i) and --------- Matured LC Obligations shall be advanced and made ratably by the Lenders converted, in accordance with the Lenders’ respective whole or in part, into a Term Loan Commitments, and (ii) the Term Loans shall be made by the Lenders on the Closing Date, but in no event on or after the Term Loan Commitment Termination Date. (b) Each Lender shall make its Term Loan available on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated and maintained by of such Lender's Percentage Share of the aggregate amount of all Revolving Loans plus all Matured LC Obligations, or such lesser amount as the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary: (i) no Lender shall be required may request. Each Lender's obligation to make a Term Loan in excess is subject to the condition that (a) the sum of such Lender’s (i) the aggregate principal amount of the Term Loan Commitment; which such Lender shall be requested to make hereunder to the Borrower plus (ii) if a the Maximum Drawing Amount for which such Lender fails is liable to make purchase participations under Section 3.3(c), shall not exceed such Lender's Percentage Share of the Borrowing Base, as in effect on the Conversion Date. Revolving Loans which are LIBOR Rate Loans with Interest Periods ending after the Conversion Date shall be continued as Term Loans which are LIBOR Rate Loans with the same Interest Period. Amounts borrowed as Term Loans which are repaid or prepaid by the Borrower may not be reborrowed. After making its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment on the Term Loanspursuant to this clause (b), such repayment shall be 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 other Lender of its obligation to lend hereunder (provided, that no Lender shall be responsible have any further commitment to lend, except for its obligations to participate in or make Loans with respect to any Matured LC Obligation arising after the failure Conversion Date with respect to a Letter of any other Lender Credit in effect on the Conversion Date pursuant to make a Term Loan such other Lender is obligated to make hereunderSections 3.3(a) and 3.3(c).

Term Loans. Subject to the terms and conditions hereof, each Term Lender agrees to make a single advance to Borrower (herein called such Lender's "Term Loan") upon Borrower's request on or before November 23, 1998, provided that (a) Subject to Section 4 hereof, such Term Loan does not exceed such Term Lender's Term Loan amount set forth on the Lender Schedule and (b) the aggregate amount of all Term Loans (i) shall be advanced and made ratably by the Lenders in accordance with the Lenders’ respective does not exceed $175,000,000. Portions of each Lender's Term Loan Commitments, and (ii) may from time to time be designated as a Base Rate Loan or Eurodollar Loan as provided herein. The obligation of Borrower to repay to each Term Lender the Term Loans shall be made by the Lenders on the Closing Date, but in no event on or after amount of the Term Loan Commitment Termination Date. made by such Term Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (bherein called such Term Lender's "Term Note") Each made by Borrower payable to the order of such Term Lender in the form of Exhibit A-2 with appropriate insertions. The amount of principal owing on any Term Lender's Term Note at any given time shall make its be the amount of such Term Lender's Term Loan available minus all payments of principal theretofore received by such Term Lender on the proposed dates thereof by causing its Applicable Lending Office to pay the amount required to a deposit account designated such Term Note. Interest on each Term Note shall accrue and maintained by the Borrower with JPMorgan in immediately available funds not later than 1:00 p.m. (c) The obligations of the Lenders hereunder are several be due and not joint; therefore, notwithstanding anything payable as provided herein to the contrary: (i) no Lender and therein. Each Term Note shall be required to make a Term Loan due and payable as provided herein and therein, and shall be due and payable in excess of such Lender’s Term Loan Commitment; (ii) if a Lender fails to make its Term Loan as or when required hereunder and the Borrower subsequently makes a repayment full on the Term Loans, such repayment shall be 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 Maturity Date. No portion 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 other Lender of its obligation to lend hereunder (provided, that no Lender shall which has been repaid may be responsible for the failure of any other Lender to make a Term Loan such other Lender is obligated to make hereunder)reborrowed.