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Enova International, Inc. – ‘10-Q’ for 6/30/22 – ‘EX-10.2’

On:  Friday, 7/29/22, at 4:18pm ET   ·   For:  6/30/22   ·   Accession #:  950170-22-13505   ·   File #:  1-35503

Previous ‘10-Q’:  ‘10-Q’ on 5/3/22 for 3/31/22   ·   Next:  ‘10-Q’ on 10/28/22 for 9/30/22   ·   Latest:  ‘10-Q’ on 4/24/24 for 3/31/24   ·   2 References:   By:  Enova International, Inc. – ‘10-K’ on 2/23/24 for 12/31/23 By:  Enova International, Inc. – ‘10-K’ on 2/24/23 for 12/31/22 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/29/22  Enova International, Inc.         10-Q        6/30/22   65:18M                                    Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

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Exhibit 10.2

____________________________________________________________________________________

$440,000,000

AMENDED AND RESTATED
CREDIT AGREEMENT

among

ENOVA INTERNATIONAL, INC.,
as a Borrower and the Parent,

CERTAIN RESTRICTED SUBSIDIARIES OF THE PARENT
FROM TIME TO TIME PARTY HERETO,
as Borrowers,

CERTAIN RESTRICTED SUBSIDIARIES OF THE PARENT
FROM TIME TO TIME PARTY HERETO,
as Guarantors,

THE LENDERS PARTY HERETO,

and

BANK OF MONTREAL,
as Administrative Agent and Collateral Agent

Dated as of June 23, 2022

BMO CAPITAL MARKETS, AXOS BANK, AND SYNOVUS BANK
as the Joint Lead Arrangers and Joint Lead Bookrunners

____________________________________________________________________________________

TABLE OF CONTENTS

Page

i

ii

iii

iv

v

Schedules

Schedule 1.1 Subsidiaries Groups

Schedule 2.1(a) Commitments

Schedule 3.1(d) Compliance with Laws

Schedule 3.6 Litigation
Schedule 3.7(b) Real Property

Schedule 5.19 Post-Closing Covenants

Schedule 6.1 Liens

Schedule 6.2(k) Indebtedness
Schedule 6.3 Investments
Schedule 6.8 Transactions with Affiliates

Exhibits

Exhibit 1.1(a) Form of Account Designation Notice

Exhibit 1.1(b) Form of Assignment and Assumption

Exhibit 1.1(c) Form of Borrowing Base Certificate

Exhibit 1.1(d) Form of Joinder Agreement

Exhibit 1.1(e)(i) Form of Notice of Borrowing
Exhibit 1.1(e)(ii) Form of Notice of Continuation/Conversion

Exhibit 1.1(g) Form of Bank Product Provider Notice

Exhibit 2.1(v) Form of Revolving Loan Note

Exhibit 2.2(d) Form of Swingline Loan Note

Exhibit 4.1(g) Form of Solvency Certificate

Exhibit 4.1(m) Form of Closing Certificate

Exhibit 5.2(a) Form of Compliance Certificate

Exhibit A CPI Statement

Exhibit F-1 U.S. Tax Compliance Certificate

vi

Exhibit F-2 U.S. Tax Compliance Certificate

Exhibit F-3 U.S. Tax Compliance Certificate

Exhibit F-4 U.S. Tax Compliance Certificate

vii

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 23, 2022, is by and among ENOVA INTERNATIONAL, INC., a Delaware corporation (“Parent”), certain wholly-owned Restricted Subsidiaries (as hereinafter defined) of the Parent party hereto from time to time as borrowers (each such person and the Parent, individually, a “Borrower” and collectively, jointly and severally, the “Borrowers”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined) and BANK OF MONTREAL, as successor administrative agent and collateral agent for the Lenders hereunder (in such capacities, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrowers are currently party to that certain Credit Agreement dated June 30, 2017, as amended (the “Original Credit Agreement”), by and among the Borrowers, certain financial banks and other financial institutions party thereto, as lenders, and TBK Bank, SSB, as the administrative agent thereunder (“TBK Bank”).

WHEREAS, TBK Bank has resigned as Administrative Agent under the Original Credit Agreement and Bank of Montreal has been appointed as the successor Administrative Agent, and the Borrowers have requested certain amendments be made to the Original Credit Agreement and, for the sake of clarity and convenience, that the Original Credit Agreement be restated as so amended.

NOW, THEREFORE, in consideration of the recital set forth above, which by this reference is incorporated into this Agreement set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and subject to the terms and conditions hereof and on the basis of the representations and warranties herein set forth, the Borrowers, the Lenders and the Administrative Agent hereby agree that upon satisfaction or waiver of the conditions precedent Article IV set forth herein, the Original Credit Agreement and all of the Exhibits and Schedules thereto shall be amended and as so amended shall be restated in their entirety to read as follows:

ARTICLE I
DEFINITIONS TC "ARTICLE I DEFINITIONS" \f C \l "1"

Section 1.1. Defined Terms.

As used in this Agreement, terms defined in the preamble to this Agreement have the meanings therein indicated, and the following terms have the following meanings:

“Account Designation Notice” shall mean the Account Designation Notice dated as of the Closing Date from the Borrower Representative to the Administrative Agent in substantially the form attached hereto as Exhibit 1.1(a).

“Acquisition” shall mean the acquisition by any Person of (a) a majority of the Capital Stock of another Person, (b) all or substantially all of the assets of another Person or (c) all or substantially all of a line of business of another Person, in each case whether or not involving a merger or consolidation with such other Person (in each case, other than an existing Subsidiary).

“Acquisition Consideration” shall mean the consideration given by any Credit Party or any of its Subsidiaries for an Acquisition, including but not limited to the sum of (without duplication) (a) the fair market value (as determined by the Borrower Representative in its good faith) of any cash, Property (including Redeemable Stock) or services given, plus (b) consideration paid with proceeds of Indebtedness permitted pursuant to this Agreement, plus (c) the amount of any Indebtedness assumed, incurred or

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guaranteed (to the extent not otherwise included) in connection with such Acquisition by any Credit Party or any of its Subsidiaries.

“Additional Credit Party” shall mean each Person that becomes a Guarantor by executing a Joinder Agreement in accordance with Section 5.15.

“Additional Notes” shall mean any Indebtedness of the Credit Parties (other than the Senior Notes and Subordinated Debt) incurred or issued after the Closing Date (or, in the case of Assumed Indebtedness, incurred or issued prior to or after the Closing Date and assumed by a Credit Party after the Closing Date), which, in each case, (a) is not secured, directly or indirectly, or in whole or in part, by a Lien and (b) does not contain any More Restrictive Covenants than any Senior Notes Indenture, the pricing of such Additional Note is not materially worse than any Senior Notes Indenture, and the “maturity date” of such Additional Note is at least 13 months after the Maturity Date; provided, it is understood and agreed that if any such Additional Notes are convertible into common stock or preferred stock, the mechanics of such conversion shall not be considered More Restrictive Covenants and such stock shall not be redeemable until at least 13 months after the Maturity Date.

“Adjusted EBITDA” shall mean, with respect to any period, EBITDA for such period adjusted to (a) exclude any non-cash gain or loss recognized on the income statement from derivative and currency value fluctuations during such period and (b) give effect to the trailing twelve month pro forma results for acquisitions and dispositions of business entities or properties or assets constituting a division or line of business of any business entity and other customary specified transactions and for operational changes and operational initiatives, including any “run-rate” synergies, operating expense reductions and improvements and cost savings, determined in good faith by the Parent and certified to the Administrative Agent to result from actions which have been taken or are expected to be taken no later than 12 months following any such acquisition, disposition, other customary specified transaction, operational change or operational initiatives, including with adjustments as provided in Article 11, Regulation S-X of the Securities Act of 1933 during such period; provided, however, that, notwithstanding the foregoing, to the extent any such changes are not associated with a transaction, such changes shall be limited to those for which all steps have been taken for realizing such savings and that are factually supportable and reasonably identifiable; provided, further, that that the amounts set forth in subsection (b) hereof with respect to “run-rate” synergies, operational expense reductions and improvements and cost savings, when aggregated with the cumulative amount of add backs set forth in clauses (iv), (vi), (vii), (viii), (ix), and (xi) of the definition of EBITDA, shall not together exceed 10% of EBITDA.

“Adjusted Funded Debt” shall mean, as of any date of determination, the sum of (a) Funded Debt as of such date, minus (b) Unrestricted Cash as of such date.

“Administrative Agent” or “Agent” shall have the meaning set forth in the first paragraph of this Agreement and shall include any successors in such capacity.

“Administrative Questionnaire” shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” shall mean, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, the Person specified.

2

“Agreement” or “Credit Agreement” shall mean this Agreement, as amended, modified, extended, restated, replaced, or supplemented from time to time in accordance with its terms.

“Anti-Money Laundering Laws” shall have the meaning assigned in Section 3.17.

“Applicable Margin” means (a) with respect to Base Rate Loans and Reimbursement Obligations, 0.75% per annum, and (b) with respect to SOFR Loans and L/C Participation Fees, 3.50% per annum.

“Applicable Percentage” shall mean, with respect to any Revolving Lender, the percentage of the total Revolving Commitments represented by such Revolving Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Applicable Percentage shall be determined based on the Revolving Commitments most recently in effect, giving effect to any assignments.

“Approved Bank Partner State” shall mean any State in which a Bank Partner is licensed and qualified by a Governmental Authority, if required, to carry on the ordinary course of its business.

“Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender under common control with such Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender under common control with such Lender.

“Approved State” shall mean any State in which the Credit Parties are licensed and qualified by a Governmental Authority, if required, to carry on the ordinary course of its business.

“Assets” shall mean, as of any date of determination, the assets which would be reflected on a balance sheet of the Parent and its Restricted Subsidiaries on a Consolidated basis prepared as of such date in accordance with GAAP.

“Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.6), and accepted by the Administrative Agent, in substantially the form of Exhibit 1.1(b) or any other form approved by the Administrative Agent.

“Assumed Indebtedness” shall mean Indebtedness assumed by the Credit Parties and/or their Restricted Subsidiaries, or owed by an acquired Restricted Subsidiary, in connection with a Permitted Acquisition or any other Investment permitted hereunder.

“Attributable Indebtedness” shall mean, on any date of determination, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation of any Person, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

“Audited Financial Statements” shall mean the audited consolidated balance sheet of the Parent and its Consolidated Subsidiaries for the fiscal year ended December 31, 2021 and the related consolidated statements of income, operations, stockholders’ equity and cash flows for such fiscal year of the Parent.

“Availability” shall mean the amount by which the Revolving Committed Amount at any time exceeds the Revolving Credit Outstandings.

3

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.14(d).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank Partner” shall mean any additional originator of Receivables selected by the Borrower Representative.

“Bank Partner Program Agreements” shall mean any program entered into between a Borrower and any Bank Partner, as amended from time to time in accordance with the terms thereof.

“Bank Partner Receivable” shall mean each Receivables related to a Bank Program Participation Interest.

“Bank Product” shall mean any of the following products, services or facilities extended to any Credit Party or any Subsidiary by any Bank Product Provider: (a) Cash Management Services; (b) products under any Hedging Agreement; and (c) commercial credit card, purchase card and merchant card services; provided, however, that for any of the foregoing to be included as “Obligations” for purposes of a distribution under Section 2.10(b), the applicable Bank Product Provider must have previously provided a Bank Product Provider Notice to the Administrative Agent which shall provide the following information: (i) the existence of such Bank Product and (ii) the maximum dollar amount (if reasonably capable of being determined) of obligations arising thereunder (the “Bank Product Amount”). The Bank Product Amount may be changed from time to time upon written notice to the Administrative Agent by the Bank Product Provider.

“Bank Product Amount” shall have the meaning set forth in the definition of Bank Product.

“Bank Product Collateralization” means providing cash collateral (pursuant to documentation reasonably satisfactory to Administrative Agent) to be held by the Administrative Agent for the benefit of the Bank Product Providers in an amount determined by the Administrative Agent in its Permitted Discretion as sufficient to satisfy the reasonably estimated credit exposure with respect to the then existing Bank Product Debt.

“Bank Product Debt” shall mean the Indebtedness and other obligations of any Credit Party or Subsidiary relating to Bank Products.

4

“Bank Product Provider” shall mean (i) Veritex Community Bank, (ii) PacWest Bancorp and (iii) any other Person that provides Bank Products to a Credit Party or any Subsidiary, to the extent that (a) such Person is a Lender or an Affiliate of a Lender or any other Person that was a Lender (or an Affiliate of a Lender) at the time it entered into the Bank Product but has ceased to be a Lender (or whose Affiliate has ceased to be a Lender) under the Credit Agreement or (b) such Person is a Lender or an Affiliate of a Lender on the Closing Date and the Bank Product was entered into on or prior to the Closing Date (even if such Person ceases to be a Lender or such Person’s Affiliate ceases to be a Lender).

“Bank Product Provider Notice” shall mean a notice substantially in the form of Exhibit 1.1(g).

“Bank Program Participation Interest” shall mean an undivided interest in the right, title and interest of a Bank Partner in certain Bank Partner Receivables, as such undivided interest is sold to a Borrower by a Bank Partner pursuant to a Bank Partner Program Agreement.

“Bankruptcy Code” shall mean the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

“Bankruptcy Event” shall mean any of the events described in Section 7.1(e).

“Base Rate” means, for any day, the rate per annum equal to the greatest of: (a) Prime Rate, (b) the sum of (i) the Federal Funds Rate for such day, plus (ii) 1/2 of 1%, and (c) the sum of (i) Term SOFR for a one-month tenor in effect on such day plus (ii) 1.0%. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or Term SOFR, as applicable, shall be effective from and including the effective date of the change in such rate. If the Base Rate is being used as an alternative rate of interest pursuant to Sections 2.13 or 2.14, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above, provided that if Base Rate as determined above shall ever be less than the Floor, then Base Rate shall be deemed to be the Floor.

“Base Rate Loan” means a Loan bearing interest at a rate specified in Section 2.8(a).

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.14.

“Benchmark Replacement” means, either of the following to the extent selected by Administrative Agent in its unilateral discretion,

(a) Daily Simple SOFR; or

(b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

5

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor (which, for the avoidance of doubt, shall be calculated on the basis of the alternate benchmark rate plus any Benchmark Replacement Adjustment), the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Credit Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative or not to comply with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided, that such non-representativeness or non-compliance will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or

6

such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative or do not, or as a specified future date will not, comply with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 2.14 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 2.14.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Board of Governors” means the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrowers” shall have the meaning set forth in the first paragraph of this Agreement.

“Borrowing” means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted from a different type into such type by the Lenders on a single date and, in the case of SOFR Loans, for a single Interest Period. Borrowings of Loans are made and maintained ratably from each of the Lenders according to their Percentages. A Borrowing is “advanced” on the day Lenders

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advance funds comprising such Borrowing to the Borrower, is “continued” on the date a new Interest Period for the same type of Loans commences for such Borrowing, and is “converted” when such Borrowing is changed from one type of Loans to the other, all as determined pursuant to Section 2.1. Borrowings of Swingline Loans are made by the Swingline Lender in accordance with the procedures set forth in Section 2.2.

“Borrowing Base” shall mean an amount equal to the sum of:

(a) 75% of the Eligible Accounts, minus two percent (2.0%) for each percent that the Collateral Performance Indicator exceeds thirty percent (30%) of the Eligible Accounts; provided that any reduction in accordance with this clause (a) shall not be effective without the prior written approval of the Required Lenders, plus

(b) 100% of the Unrestricted Cash and Cash Equivalents of the Credit Parties to the extent held in deposit accounts either (x) maintained by the Administrative Agent or Lenders and to which Borrowers have no access to such funds or (y) over which the Administrative Agent has Control (as such term is defined in the UCC pursuant to a full dominion Controlled Account Agreement), minus

(c) the aggregate amount of Reserves, if any, established by Administrative Agent.

Notwithstanding anything to the contrary contained herein, any Receivables acquired in connection with a Permitted Acquisition and owned by a Borrower will immediately be included in the Borrowing Base so long as it otherwise constitutes an Eligible Account at a value equal to the Acquired Asset Borrowing Base Calculation (as defined herein); provided, that if the Borrowers have not delivered, at their expense, a customary field examination reasonably acceptable to Administrative Agent within 90 days of the acquisition of such Receivables (or such longer period as the Administrative Agent may reasonably agree), such Receivables will cease to be eligible for inclusion in the Borrowing Base until delivery of such customary field examination reasonably acceptable to Administrative Agent; provided, further, that such Receivables shall in no event comprise more than 12.5% of the availability created by the Borrowing Base. “Acquired Asset Borrowing Base Calculation” means 50% of the book value of the relevant Receivables as set forth in the consolidated balance sheets of the relevant acquired entities (or, in the case of an asset acquisition, the seller’s balance sheet) for the most recently ended fiscal quarter of the Parent for which financial statements have been delivered, and applying eligibility and reserve criteria consistent with those applied to Receivables included in the Borrowing Base, until the delivery to the Administrative Agent of a reasonably satisfactory field examination in respect thereof.

“Borrowing Base Certificate” means a certificate in the form of Exhibit 1.1(c).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“Capital Lease” shall mean, as of any date of determination, any lease of Property, real or personal, which would be capitalized on a balance sheet of the lessee prepared as of such date, in accordance with GAAP.

“Capitalized Lease Obligation” means, as to any Person, the amount of the liability shown on the balance sheet of such Person in respect of a Capital Lease determined in accordance with GAAP.

“Capital Stock” shall mean, as to any Person, the equity interests in such Person, including, without limitation, the shares of each class of capital stock in any Person that is a corporation, each class of

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partnership interest in any Person that is a partnership, and each class of membership interest in any Person that is a limited liability company, and any right to subscribe for or otherwise acquire any such equity interests.

“Cash Collateral Agreement” shall mean that certain Cash Collateral Agreement, dated as of June 23, 2022, between the Parent and TBK Bank, SSB with respect to the Existing Cash Collateralized Letter of Credit.

“Cash Collateralize” shall mean, if and to the extent required by this Agreement, to pledge and deposit in the LC Account or deliver to the Administrative Agent, for the benefit of one or more of the LC Issuer and the Lenders, as collateral for LC Obligations or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the Administrative Agent and the LC Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the LC Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” shall mean any of the following investments: (a) securities issued, or directly and fully guaranteed or insured, by the United States or any agency or instrumentality thereof (provided, that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than six (6) months from the date of acquisition, (b) U.S. dollar denominated time deposits, certificates of deposit and bankers’ acceptances of (i) any domestic commercial bank of recognized standing having capital and surplus in excess of $1,000,000,000, or (ii) any bank (or the parent company of such bank) whose short-term commercial paper rating from S&P is at least A‑2 or the equivalent thereof or from Moody’s is at least P‑2 or the equivalent thereof in each case with maturities of not more than one year from the date of acquisition (any bank meeting the qualifications specified in clauses (b)(i) or (ii), an “Approved Bank”), (c) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (a), above, entered into with any Approved Bank, (d) commercial paper issued by any Approved Bank or by the parent company of any Approved Bank and commercial paper issued by, or guaranteed by, any industrial or financial company with a short-term commercial paper rating of at least A‑2 or the equivalent thereof by S&P or at least P‑2 or the equivalent thereof by Moody’s, or guaranteed by any industrial company with a long term unsecured debt rating of at least A or A-2, or the equivalent of each thereof, from S&P or Moody’s, as the case may be, and in each case maturing within one year after the date of acquisition, (e) investments in money market funds substantially all of whose assets are comprised of securities of the type described in clauses (a) through (d) above, and (f) in the case of investments by any Foreign Subsidiary that is a Restricted Subsidiary, Cash Equivalents shall also include investments of the type (including comparable quality), and maturity described in clauses (a) through (e) above of foreign obligors (including investments that are denominated in currencies other than Dollars), which investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and are investments customarily utilized in such countries in which such Foreign Subsidiary operates for short term cash management purposes.

“Cash Management Services” shall mean any services provided from time to time to any Credit Party or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services and all other treasury and cash management services.

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“Cash on Hand” shall mean, as of any date of determination, the amount equal to the amount of cash and Cash Equivalents, determined in accordance with GAAP, as it appears on the consolidated balance sheet of the Parent and the Consolidated Subsidiaries, in each case as of such date of determination.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“CFC Holding Company” means any direct or indirect Domestic Subsidiary of the Parent that owns no material assets other than Capital Stock in CFCs or CFC Holding Companies or cash, Cash Equivalents and incidental assets related thereto.

“CFPB” shall mean the Consumer Financial Protection Bureau or any successor thereto.

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” shall mean (a) with respect to each Borrower, that Parent shall cease to own directly or indirectly and control 100% of the Capital Stock of such Borrower entitled to vote for members of the board of directors or equivalent governing body of such Borrower on a fully-diluted basis except to the extent permitted by Section 6.4 or Section 6.5 hereof, (b) with respect to the Parent, an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of the Parent or its Restricted Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 50% or more of the Capital Stock of the Parent entitled to vote for members of the board of directors or equivalent governing body of the Parent on a fully-diluted basis or (c) a “Change of Control” as defined in the Senior Notes Indenture.

“Closing Date” shall have the meaning set forth in Section 4.1.

“Closing Date Letter of Credit” means that certain letter of credit issued by LC Issuer on or about the Closing Date on behalf of Enova International, Inc. for the benefit of Wells Fargo Bank, N.A., as Master Servicer for U.S. Bank National Association as Trustee, in the original face amount of $500,000, as renewed, extended, supplemented, replaced or amended.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” has the meaning set forth in the Security Agreement.

“Collateral Documents” means the Security Agreement, the Master Reaffirmation, and all other security agreements, pledge agreements, assignments, control agreements, and other documents, each of which creates or purports to create a Lien in favor of the Administrative Agent to secure the Obligations.

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“Collateral Performance Indicator” means, as of any date of determination, calculated as set forth on the CPI Statement on a trailing twelve-month basis, a percentage that is the result of dividing the dollar amount of:

(a) bad debt write-downs, charge-offs, discounts, credits, deductions, or other dilutive items as determined by Administrative Agent with respect to Borrowers’ Eligible Accounts (referred to as C/Os on the CPI Statement) minus recoveries (referred to as Recoveries on the CPI Statement), by

(b) the sum of, with respect to Eligible Accounts:

(i) newly underwritten loans underwritten or held by Borrowers (referred to as Cons Written on the CPI Statement), plus

(ii) renewals and refinances (referred to as Adjusted Sales on the CPI Statement), plus

(iii) loan origination costs (referred to as Origin Costs on the CPI Statement), plus

(iv) interest (referred to as Fin Chgs Act Lns on the CPI Statement);

provided, however, that notwithstanding anything to the contrary herein, (i) the amount of any such dilutive items shall have a reasonable relationship to the event, condition or other matters that are the basis for such change, (ii) the implementation of any dilutive item resulting in an overadvance shall not be deemed to cause a Default or an Event of Default until three (3) Business Days thereafter, and (iii) the Lenders and the Administrative Agent agree that to the extent that the Borrowing Base, on any date of determination, exceeds the Maximum Revolver Amount, the Collateral Performance Indicator will not apply to the Maximum Revolver Amount and shall only be applied against the Borrowing Base, as opposed to the Maximum Revolver Amount.

“Commitment” shall mean the Revolving Commitments and the Swingline Commitment, individually or collectively, as appropriate.

“Commitment Fee” shall have the meaning set forth in Section 2.4(a).

“Commitment Fee Percentage” shall mean (a) 0.50% if the average daily unused portion of the Revolving Commitments of non-Defaulting Lenders during such period is greater than 50% of the Maximum Revolver Amount, (b) 0.30% if the average daily unused portion of the Revolving Commitments of non-Defaulting Lenders during such period is greater than 30% of the Maximum Revolver Amount but less than or equal to 50% of the Maximum Revolver Amount, and (c) 0.15% if the average daily unused portion of the Revolving Commitments of non-Defaulting Lenders during such period is less than or equal to 30% of the Maximum Revolver Amount.

“Commitment Period” shall mean the period from and including the Closing Date to but excluding the Maturity Date.

“Committed Funded Exposure” shall mean, as to any Lender at any time (and without duplication), the aggregate principal amount at such time of its outstanding Loans and Participation Interests at such time.

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

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“Commonly Controlled Entity” shall mean an entity, whether or not incorporated, which is under common control with the Parent within the meaning of Section 4001(b)(1) of ERISA or is part of a group which includes the Parent and which is treated as a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 430 of the Code to the extent required by such Section, Section 414(m) or 414(o) of the Code.

“Compliance Certificate” shall mean a certificate substantially in the form of Exhibit 5.2(a).

“Conforming Changes” means with respect to either the use of administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” the definition of “U.S. Government Securities Business Day”, the timing and frequency of determining rates and making payments of interest, the timing of Borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.9, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Credit Documents).

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Controlled Account Agreement” shall have the meaning set forth in the Security Agreement.

“Consolidated” shall mean, when used with reference to financial statements or financial statement items of the Parent and its Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.

“Consolidated Subsidiaries” shall mean, all Subsidiaries of the Parent which are Consolidated with the financial statements of Parent in accordance with GAAP.

“Contractual Obligation” shall mean, as to any Person, any provision of any security issued by such Person or of any contract, agreement, instrument or undertaking to which such Person is a party or by which it or any of its Property is bound.

“Consolidated Total Assets” means, (i) for purposes of testing the Financial Covenants, as of any date of determination, the total assets of Parent and its Consolidated Subsidiaries as of the most recent fiscal quarter end for which a Consolidated balance sheet of such Person and its Consolidated Subsidiaries is available and (ii) for purposes of testing any basket provided in any negative covenant set forth in Article VI and the definition of “Permitted Acquisition”, as of any date of determination, the total assets of Parent and its Restricted Subsidiaries as of the most recent fiscal quarter end for which a Consolidated balance sheet of such Person and its Consolidated Subsidiaries is available.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

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“Corrective Extension Agreement” shall have the meaning set forth in Section 2.21(d).

“CPI Statement” means the statement setting forth the Collateral Performance Indicator at the end of each fiscal period of the Parent substantially in the form set forth on Exhibit A attached hereto, as such exhibit may be updated from time to time upon the mutual agreement of Parent and Administrative Agent.

“Credit Documents” shall mean this Agreement, the Notes, the Collateral Documents, the Fee Letter, any landlord waivers, any Borrowing Base Certificate, any Joinder Agreement and all other material agreements, documents, certificates and instruments required to be delivered to the Administrative Agent or any Lender by any Credit Party in connection therewith (other than any agreement, document, certificate or instrument related to a Bank Product).

“Credit Party” shall mean any Borrower and any Guarantor.

“Credit Protection Laws” means all federal, state and local Laws in respect of the business of extending credit to borrowers, including without limitation, the Truth in Lending Act (and Regulation Z promulgated thereunder), Equal Credit Opportunity Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, the Americans with Disabilities Act, Gramm-Leach-Bliley Financial Privacy Act, the Military Lending Act, all rules and regulations promulgated by the CFPD, anti-discrimination and fair lending Laws, Laws relating to consumer protection Laws, servicing procedures or maximum charges and rates of interest, and other similar Laws, each to the extent applicable to the Credit Parties, and all applicable regulations in respect of any of the foregoing.

“Cure Notice” shall have the meaning set forth in Section 7.3.

“Cure Right” shall have the meaning set forth in Section 7.3.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Debtor Relief Laws” shall mean the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the U.S. or other applicable jurisdictions from time to time in effect.

“Default” shall mean any of the events specified in Section 7.1, that after notice, lapse of applicable grace periods or both would, unless cured or waived hereunder, constitute an Event of Default.

“Default Rate” shall mean (a) for any SOFR Loan or any Swingline Loan bearing interest at Swingline Lender’s Quoted Rate, the sum of 2.0% plus the rate of interest in effect thereon at the time of such default until the end of the Interest Period applicable thereto and, thereafter, at a rate per annum equal to the sum of 2.0% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect; and (b) for all others, the sum of 2.0% plus the Applicable Margin plus the Base Rate from time to time in effect.

“Defaulting Lender” shall mean, subject to Section 2.20(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be

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funded hereunder unless such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the LC Issuer, any Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower Representative, the Administrative Agent or the LC Issuer or Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower Representative, to confirm in writing to the Administrative Agent and the Borrower Representative that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower Representative), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.20(b)) upon delivery of written notice of such determination to the Borrower Representative, the LC Issuer, the Swingline Lender and each Lender.

“Disposition” or “Dispose” shall mean the sale, transfer, license or other disposition (including any sale and leaseback transaction, but excluding a Dividend) of any Property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Institution” means (a) those persons that are direct competitors of the Borrowers and their Subsidiaries to the extent identified by the Borrower Representative to the Administrative Agent by name in writing from time to time, (b) those banks, financial institutions and other persons separately identified by the Borrower Representative to the Administrative Agent in writing on or before the Closing Date, (c) natural persons or (d) in the case of clauses (a) or (b), any of their Affiliates, other than bona fide debt funds, that are clearly identifiable as Affiliates solely on the basis of their name, provided that the foregoing shall not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest in the Loans to the extent such party was not an Disqualified Institution at the time of the applicable assignment or participation, as the case may be.

“Dividends” in respect of any Person, shall mean (a) cash distributions or any other distributions of Property, or otherwise, on, or in respect of, any class of Capital Stock of such Person (other than (x) dividends or distributions payable solely in its Capital Stock which is not Redeemable Stock of such Person, or options, warrants or other rights to purchase Capital Stock which is not Redeemable Stock of such Person

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and (y) dividends or distributions payable to the Parent or any of its Restricted Subsidiaries (and, if such Restricted Subsidiary has stockholders, members or partners other than the Parent or other Restricted Subsidiaries, to its other stockholders, members or partners on no more than a pro rata basis)), and (b) any and all funds, cash or other payments made in respect of the redemption, repurchase or acquisition of such Capital Stock (specifically excluding purchases under employee benefit plans), unless such Capital Stock shall be redeemed or acquired solely through the exchange of such Capital Stock with Capital Stock of the same class or options or warrants to purchase such Capital Stock.

“Dollars” and “$” shall mean dollars in lawful currency of the U.S.

“Domestic Subsidiary” shall mean any Subsidiary that is organized and existing under the laws of the U.S. or any state or commonwealth thereof or under the laws of the District of Columbia.

“Early Termination Fee” is defined in Section 2.5(a)(ii).

“EBITDA” shall mean, with respect to any period, (a) Net Income for such period, plus (b) without duplication and to the extent deducted in determining Net Income for such period in accordance with GAAP, (i) Interest Expense for such period, (ii) federal, state, local and foreign income and franchise taxes of the Parent and its Consolidated Subsidiaries for such period, (iii) depreciation and amortization expenses of the Parent and its Consolidated Subsidiaries for such period and other non-cash charges of the Parent and its Consolidated Subsidiaries, (iv) extraordinary, unusual or non-recurring charges, expenses or losses, and related tax effects, (v) non-cash charges, expenses or losses, including, without limitation, any non-cash asset retirement costs, non-cash compensation charges including stock option and other equity-based compensation expenses, non-cash translation (gain) loss and non‑cash expense relating to the vesting of warrants for such period, (vi) restructuring costs, integration costs, costs of strategic initiatives, business optimization expenses or costs, retention, recruiting, relocation and signing and stay bonuses and expenses, facility opening, pre-opening and closing and consolidation costs, contract termination costs, stock option and other equity-based compensation expenses, severance costs, transaction fees and expenses and management, monitoring, consulting and advisory fees, indemnities and expenses, including, without limitation, any one time expense relating to enhanced accounting function or other transaction costs for such period, (vii) such other adjustments (x) evidenced by or contained in a due diligence quality of earnings report made available to the Administrative Agent prepared by (I) a nationally recognized accounting firm or (II) any other accounting firm that shall be reasonably acceptable to the Administrative Agent, or (y) consistent with Regulation S-X, (viii) other accruals, payments and expenses (including rationalization, legal, tax, structuring and other costs and expenses) related to the Transactions, acquisitions, investments, dividends, restricted payments, dispositions, refinancings or issuances of debt or equity permitted under the Credit Documents or related to any amendment, modification or waiver in respect of the documentation (including the Credit Documents and the Senior Notes Documents) governing the transactions described in this clause (viii) for such period, (ix) charges, losses or expenses to the extent paid for, reimbursed, indemnified or insured by a third party (solely to the extent actually paid or reimbursed within 365 days after the end of such period) for such period, (x) minority interest expense for such period, (xi) the amount of costs incurred related to implementation of operational and reporting systems and technology initiatives for such period, (xii) letter of credit fees, (xiii) net increases (decreases) in deferred revenue liabilities (including the current portion thereof), (xiv) charges relating to earn-out obligations incurred in connection with any Permitted Acquisition to the extent permitted to be incurred under this Agreement and which earn-out obligation is required by the application of Financial Accounting Standard No. 141 (as the same may be revised by the Financial Accounting Standards Board) to be, and are, expensed by the Parent and its Consolidated Subsidiaries, (xv) losses arising from fluctuations in foreign currency exchange rates for such period, (xvi) any non-cash increase in expenses (x) resulting from the revaluation of inventory (including any impact of changes to inventory valuation policy methods including changes in capitalization of variances) or other inventory adjustments, or any other acquisition for such period or (y) due to purchase

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accounting for such period, (xvii) ordinary course board of director fees and expenses not to exceed $600,000 in any fiscal year, and (xviii) losses from the sale, exchange, transfer or other disposition of Property not in the ordinary course of business of Parent and any of its Consolidated Subsidiaries and related tax effects from such losses as determined in accordance with GAAP; provided, however, that amounts paid in cash and added back pursuant to clauses (iv), (vi), (vii), (viii), (ix), and (xi) hereof shall in the aggregate not exceed 10% of EBITDA (for the Parent and its Consolidated Subsidiaries) for such period, minus (c) without duplication and to the extent included in determining Net Income for such period, any extraordinary gains and extraordinary non-cash credits of the Parent and its Subsidiaries for such period.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any credit institution or investment firm established in any EEA Member Country.

“Eligible Accounts” shall mean all unpaid Receivables of the Borrowers arising in the ordinary course of business and all Bank Partner Receivables related to the Bank Program Participation Interests owned by the Borrowers that meet all of the following requirements (each in form and substance satisfactory to the Administrative Agent in its Permitted Discretion):

(a) any Receivable or any Bank Partner Receivable, as applicable, in each case, is not unpaid more than fifteen (15) days past the original due date;

(b) such Receivable or Bank Partner Receivable, as applicable, complies with the Underwriting Guidelines and such Receivable is a “type” or “class” that was underwritten by Administrative Agent prior to the Closing Date (in each case, unless otherwise agreed to by the Administrative Agent in its Permitted Discretion);

(c) Borrowers shall have the account debtor’s loan application and any Portfolio Documents evidencing such Receivable or Bank Partner Receivable, as applicable, (which may also be in electronic form);

(d) such Receivable or Bank Partner Receivable, as applicable, is assignable to the Administrative Agent without the consent of, or any other prior action by, a third party;

(e) such Receivable or Bank Partner Receivable, as applicable, and any related Portfolio Documents shall have been duly authorized and executed, shall be in full force and effect and shall represent a legal, valid and binding and absolute and unconditional payment obligation of the account debtor thereunder, enforceable against such account debtor in accordance with the terms of the Receivable or Bank Partner Receivable, as applicable, and any Portfolio Documents for the amount outstanding thereon (as modified as permitted under this definition), without any offset, actual counterclaim or actual defense, except as

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the enforceability of the Receivable or the Bank Partner Receivable, as applicable, and Portfolio Documents are limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally, and such Receivable or Bank Partner Receivable, as applicable, is not contingent in any respect for any reason, there are no conditions precedent to the enforceability or validity of the Receivable or the Bank Partner Receivable, as applicable, and no account debtor has a bona fide claim against any Credit Party;

(f) such Receivable or Bank Partner Receivable, as applicable, shall comply (and shall have been originated and shall have been serviced in compliance) in all material respects with all Credit Protection Laws and such the Portfolio Documents evidencing such Receivable or Bank Partner Receivable, as applicable, shall be on forms that are in compliance in all material respects with all Credit Protection laws and other applicable Laws of the State in which such Receivable or Bank Partner Receivable, as applicable, was originated;

(g) all amounts and information in respect of such Receivable or Bank Partner Receivable, as applicable, furnished to Administrative Agent in connection therewith shall be, to each Credit Party’s knowledge, true and correct in all material respects (without duplication of any materiality qualifier);

(h) no Credit Party and none of their Subsidiaries shall be engaged in any adverse legal proceeding or other litigation with an account debtor, or engaged in any adverse legal proceeding or other litigation or investigation with a Governmental Authority, in either case relating to the enforceability of the Receivable or Bank Partner Receivable, as applicable;

(i) neither the account debtor thereon nor any guarantor thereof is employed by or an Affiliate of, any Credit Party or any of their Subsidiaries;

(j) to the Credit Parties’ knowledge, none of the representations, warranties, certifications or statements made by the account debtor in the Portfolio Documents shall prove to be incorrect or untrue in any material respect (except to the extent that such representation, warranty, certification or statement shall be qualified by “materiality” or words of similar import, in which case such representation, warranty, certification or statement shall be incorrect or untrue in any respect), none of the account debtors shall fail to perform or observe in any material respect any term, covenant or agreement in such Portfolio Documents (except to the extent that such covenant or agreement shall be qualified by “materiality” or words of similar import, in which case such covenant or agreement shall fail to be performed or observed in any respect), and to the Credit Parties knowledge, no default or event of default (or other similar term, howsoever denominated) has occurred under the Portfolio Documents;

(k) no account debtor with respect to any Receivable or Bank Partner Receivable, as applicable, shall be subject to a voluntary or involuntary bankruptcy proceeding;

(l) such Receivable or Bank Partner Receivable, as applicable, shall not be required to be charged off in accordance with GAAP or the Underwriting Guidelines;

(m) no Receivable or Bank Partner Receivable, as applicable, shall be evidenced by a judgment nor shall it have been reduced to judgment;

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(n) in the case of any Receivable, such Receivable was originated or purchased by a Borrower in an Approved State and in the case of any Bank Partner Receivable, such Bank Partner Receivable was originated by a Bank Partner in an Approved Bank Partner State;

(o) in the case of any Receivable, such Receivable shall be 100% owned by Borrower and no other Person (other than a Credit Party, the Administrative Agent and the Lenders) owns or claims any legal or beneficial interest therein, including any participation interest or owns any assignment thereof and in the case of any Bank Partner Receivable, a Bank Program Participation Interest with respect to such Bank Partner Receivable shall be 100% owned by Borrower and no other Person (other than a Credit Party, the Administrative Agent and the Lenders) owns or claims any legal or beneficial interest therein, including any participation interest or owns any assignment thereof;

(p) other than with respect to any Bank Partner Receivables, if such Receivable is acquired by an acquisition, purchase, or similar transaction or agreement, the aggregate number of all such Receivables so acquired shall not exceed 12.50% of all Eligible Accounts, and each such Receivable must not be materially different than the pool of Receivables underwritten by the Administrative Agent (and the Administrative Agent reserves its right to reduce the advance rate with respect to such pool of Receivables);

(q) such Receivable or Bank Partner Receivable, as applicable, shall not have an original term to maturity of greater than 61 months;

(r) neither the account debtor in respect of any Receivable or Bank Partner Receivables, as applicable, nor any guarantor thereof is a Sanctioned Person or located, organized or resident in any Sanctioned Entity;

(s) such Receivable or Bank Partner Receivable, as applicable, has not entered “non-accrual” status;

(t) such Receivable or Bank Partner Receivable, as applicable, is not owed by any Governmental Authority, whether foreign or domestic;

(u) such Receivable or Bank Partner Receivable, as applicable, is denominated in Dollars;

(v) the account debtor with respect to such Receivable or Bank Partner Receivable, as applicable, is not a “foreign person” within the meaning of Section 1445 and 7701 of the Code or the rules and regulations promulgated thereunder; provided, that, for the avoidance of doubt it is agreed and understood that United States military employees and personnel living, working or deployed abroad shall not be excluded by application of this clause (v) except to the extent the aggregate amount of Receivables and Bank Partner Receivable pursuant to this proviso to clause (v) exceeds 2% of all Eligible Accounts, in which case all such Receivables or Bank Partner Receivable over 2% shall be excluded;

(w) such Receivable or Bank Partner Receivable, as applicable, is subject to a duly perfected first-priority (subject to Permitted Liens) security interest in the Administrative Agent’s favor and is not subject to a priority Lien (other than Permitted Liens) in favor of any Person other than the Administrative Agent;

(x) no portion of the Receivable or Bank Partner Receivable, as applicable, has been restructured, extended, amended or modified other than in the ordinary course of the

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Borrowers’ business for bona fide business reasons or in a manner which is not adverse to the interests of the Lenders;

(y) such Receivable or Bank Partner Receivable, as applicable, has not been sold to or otherwise disposed with respect to a Permitted Receivables Financing; and

(z) such Receivable or Bank Partner Receivable, as applicable, shall not be a closed-end credit that does not provide for multiple advances and where the consumer is required to repay substantially the entire amount of the loan within 45 days through a single installment.

“Eligible Assignee” shall mean (a) a Lender, (b) an Affiliate of a Lender under common control with such Lender, (c) an Approved Fund and (d) any other Person (other than a natural Person) approved by (i) the Administrative Agent, (ii) in the case of any assignment of a Revolving Commitment, the Swingline Lender and the LC Issuer and (iii) unless a Specified Event of Default has occurred and is continuing, the Borrower Representative (each such approval not to be unreasonably withheld, delayed or conditioned) the Administrative Agent; provided that, notwithstanding the foregoing, “Eligible Assignee” shall not include: (A) any Credit Party or any of the Credit Party’s Affiliates or Subsidiaries, (B) any Person holding Subordinated Debt of the Credit Parties or any of such Person’s Affiliates, (C) any Defaulting Lender (or any of their Affiliates), (D) unless such assignment occurred at any time when a Specified Event of Default had occurred or is continuing, a Disqualified Institution; or (E) a natural Person.

“Environmental Laws” shall mean any and all applicable foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, legally binding, non-appealable requirements of any Governmental Authority or other requirement of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time be in effect during the term of this Agreement.

“Equity Cure” shall have the meaning set forth in Section 7.3.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) under common control with the Parent within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Plan; (b) a withdrawal by the Parent or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Parent or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Plan or Multiemployer Plan; (e) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; or (f) except as could not reasonably be expected to have a Material Adverse Effect, the imposition of any liability under Title IV of ERISA with respect to a Plan, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Parent or any ERISA Affiliate.

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“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” shall mean any of the events specified in Section 7.1; provided, however, that any requirement for the giving of notice or the lapse of time, or both, has been satisfied.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Assets” has the meaning set forth in the Security Agreement.

“Excluded Subsidiary” means (a)(i) any Foreign Subsidiary, (ii) any Domestic Subsidiary that is a direct or indirect subsidiary of a Foreign Subsidiary that is a CFC or (iii) any CFC Holding Company, (b) any subsidiary (i) that does not have legal or regulatory capacity to provide a Guaranty (whether as a result of financial assistance, fraudulent conveyance, preference, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance or similar legal principles or regulations) and/or (ii) for which the provision of a Guaranty could reasonably be expected to conflict with the fiduciary duties of such Person’s directors or result in, or reasonably be expected to result in, a material risk of personal or criminal liability for such Person or any of its officers or directors, (c) any Person to the extent the granting of a Guaranty would result in adverse tax or regulatory consequences to the Parent or its Subsidiaries or Affiliates, as reasonably determined in good faith by the Parent, (d)(i) captive insurance companies, (ii) Subsidiaries designated in writing to the Administrative Agent as “Unrestricted Subsidiaries” by the Parent in accordance with the conditions of Section 5.16, (iii) not-for-profit entities and (iv) Immaterial Subsidiaries, (e) Securitization Subsidiaries, (f) any Person to the extent a Guaranty is prohibited or restricted by contracts existing on the Closing Date (or if a Subsidiary is acquired after the Closing Date, on the date of such acquisition) (so long as such prohibition is not created in contemplation of such acquisition) or by applicable Law (including any requirement to obtain governmental or regulatory authorization or third party consent, approval, license or authorization), and (g) any Person to the extent the cost and/or burden of obtaining the Guaranty of such Person outweighs the practical benefit to the Revolving Lenders, as determined in the reasonable discretion of Parent in consultation with the Administrative Agent.

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Credit Party under any Credit Document, (a) any Net Income Taxes, (b) in the case of a Lender, any U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower Representative under Section 2.18) or (y) such Lender changes its applicable lending office, except in each case to the extent that, pursuant to Section 2.15(a), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such recipient’s failure to comply with Section 2.15(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Cash Collateralized Letter of Credit” means collectively (x) that certain letter of credit numbered LC2300-221-17 issued by TBK Bank, SSB on behalf of the Parent in favor of Wells Fargo Bank, N.A., as Master Service for U.S. Bank National Association, as Trustee, in a face amount of $500,000 and an expiration date of December 30, 2022, as renewed, extended, supplemented, replaced, or amended and (y) that certain letter of credit numbered LC3200-001-0721 issued by TBK Bank, SSB on behalf of the Parent in favor of M&A Ventures LLC dba REPAY-REALTIME ELCECTRONIC PAYMENTS, in a face amount of $250,000 and an expiration date of December 31, 2024, as renewed, extended, supplemented, replaced, or amended.

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“Existing Revolving Class” shall have the meaning set forth in Section 2.21.

“Existing Revolving Commitment” shall have the meaning set forth in Section 2.21.

“Existing Revolving Loans” shall have the meaning set forth in Section 2.21.

“Extension Agreement” shall have the meaning set forth in Section 2.21.

“Extension Date” shall have the meaning set forth in Section 2.21.

“Extension of Credit” shall mean the making or extension of a Loan, any conversion of a Loan from one type to another type, any extension of any Loan or the issuance, extension or renewal of, or participation in, a Swingline Loan or the issuance, amendment, extension or renewal of any Letter of Credit.

“Extended Revolving Commitments” shall have the meaning set forth in Section 2.21.

“Extended Revolving Loans” shall have the meaning set forth in Section 2.21.

“Extension Series” means all Extended Revolving Commitments that are established pursuant to the same Extension Agreement (or any subsequent Extension Agreement to the extent such Extension Agreement expressly provides that Extended Revolving Commitments provided for therein are intended to be a part of any previously established Extension Series) and that provide for the same interest margins, extension fees, if any, and amortization schedule.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any regulations with respect thereto or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent; provided that in no event shall the Federal Funds Rate be less than 0.00%.

“Fee Letter” shall mean that certain fee letter dated as of the Closing Date between the Borrower Representative and the Administrative Agent, as the same may be amended, modified or supplemented from time to time.

“Financial Covenants” shall have the meaning set forth in Section 7.3.

“Fixed Charge Coverage Ratio” shall mean, as of any date of determination, the ratio of (a) the sum of (i) Adjusted EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which financial statements have been made available (or were required to be made available) pursuant to this Agreement minus (ii) cash payments of income taxes (excluding income tax refunds) for such period (excluding taxes relating to income excluded from the calculation of EBITDA and taxes for which the Parent or any of its Consolidated Subsidiaries are entitled to

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indemnification or received a purchase price reduction in connection with an Acquisition) minus (iii) capital expenditures made in cash during such period (to the extent such capital expenditures (A) are not financed with (x) proceeds of Indebtedness (other than Revolving Loans) or an issuance of Capital Stock or (y) cash proceeds from Dispositions that are reinvested as permitted hereunder) or (B) are not made to fund the purchase price for assets acquired in Acquisitions (including Permitted Acquisitions) to (b) the sum of (i) cash Interest Expense payable during such period for such period (excluding any interest payments in connection with any Permitted Receivables Financing or any other securitization or receivables facilities, plus (ii) all scheduled amortization payments (as any such schedule may be reduced by the application of prepayments) on Funded Debt during such period (specifically excluding any payments in respect of earn-outs and any payments in respect of intercompany Indebtedness) paid or payable currently in cash (but excluding the amount of obligations outstanding under any Permitted Receivables Financing on any date of determination that would be characterized as principal if such facility were structured as a secured lending transaction other than a purchase), plus (iii) all Dividends paid in cash by Parent in respect of Preferred Stock during such period.

“Floor” means the rate per annum of interest equal to 0.00%.

“Foreign Acquisition” shall mean any direct Acquisition by any Credit Party or any Subsidiary of assets or entities which are primarily located or organized outside the United States pursuant to Section 6.3(e); provided that such Acquisition shall not be deemed a Foreign Acquisition if the entity so acquired promptly becomes a Guarantor.

“Foreign Intercompany Loans” shall mean intercompany loans, advances and notes held by a Borrower, any Guarantor or any Domestic Subsidiary payable to a Foreign Subsidiary which is not a Guarantor provided, that, with respect to any such loan, advance or note issued after the Closing Date with the principal amount in excess of $5,000,000 individually, an allonge on such Indebtedness is provided within ten (10) Business Days of the incurrence thereof (or such later date as the Administrative Agent may agree in its sole discretion), to the Administrative Agent, in form and substance reasonably satisfactory to it.

“Foreign Lender” shall mean any Lender that is not a U.S. Person.

“Foreign Plan” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States of America by the Parent or any one or more of its Subsidiaries primarily for the benefit of employees of the Parent or such Subsidiaries residing outside the U.S., which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement, or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“Foreign Third-Party Loans” shall mean loans and advances to a Foreign Subsidiary other than a Guarantor by any party other than a Borrower or a Guarantor, which loans and advances shall either be unsecured or secured only by assets of such Foreign Subsidiary.

“Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, with respect to any Swingline Lender or Revolving Lender or LC Issuer, such Defaulting Lender’s Applicable Percentage of (a) outstanding Swingline Loans made by such Swingline Lender and (b) outstanding Letters of Credit

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issued by such LC Issuer, other than Swingline Loans or Letters of Credit as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

“Fronting Fee” shall have the meaning set forth in Section 2.4(c).

“Fund” shall mean any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funded Debt” shall mean, as to the Parent and its Consolidated Subsidiaries on a Consolidated basis at a particular time (without duplication), all funded Indebtedness for borrowed money or letters of credit and all obligations evidenced by bonds (other than any performance bonds, surety bonds, appeal or other similar bonds except to the extent any reimbursement and payment obligations thereunder are due and payable), debentures, notes, loan agreements or other similar instruments, in each case, that by its terms matures more than one year after such date of determination, and any such Indebtedness maturing within one year from such date that is renewable or extendable at the option of the Parent or its Consolidated Subsidiaries, as applicable, to a date more than one year from such date, including, in any event, but without duplication, the Revolving Loans (including any Revolving Facility Increase thereon), the Letters of Credit, the Swingline Loans, and any obligations in respect of Capital Leases; provided that Funded Debt shall not include (i) the amount of obligations outstanding under a Permitted Receivables Financing on any date of determination that could be characterized as principal if such Permitted Receivables Financing were structured as a secured lending transaction or other than a purchase, (ii) (x) cash collateralized bonds and (y) undrawn letters of credit that are cash collateralized or backstopped, (iii) trade accounts payable and other accrued expenses accrued in the ordinary course of business, (iv) earnouts, purchase price adjustments or similar obligations that are not earned, due and payable or that are supported by third party escrow or indemnification obligations, (v) the amount of obligations outstanding under (1) each Senior Notes Indenture, including any Permitted Refinancing Debt thereof, as permitted under Section 6.2(h) and (2) any Additional Notes, including any Permitted Refinancing Debt thereof, as permitted in Section 6.2(p), and (vi) any performance bonds, surety bonds, appeal or other similar bonds except to the extent any reimbursement and payment obligations thereunder are due and payable.

“GAAP” shall mean generally accepted accounting principles in effect in the U.S. applied on a consistent basis, subject, however, to the provisions of Section 1.4.

“Governmental Authority” shall mean the government of the U.S. or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including, without limitation, the CFPB and any supra-national bodies such as the European Union or the European Central Bank).

“Guarantor” shall mean any Domestic Subsidiary of the Parent, whether existing or hereafter acquired, as is, or may from time to time become, party to this Agreement (other than Excluded Subsidiaries).

“Guaranty” shall mean the guaranty of the Guarantors set forth in Article X.

“Guaranty Obligations” shall mean, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including, without limitation, any obligation, whether or not contingent, (a) to purchase any such Indebtedness or any Property constituting security therefor, (b)

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to advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (c) to lease or purchase Property, securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (d) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness (or portion thereof) in respect of which such Guaranty Obligation is made.

“Hedging Agreements” shall mean, with respect to any Person, any agreement entered into to protect such Person against fluctuations in interest rates, or currency or raw materials values, including, without limitation, any interest rate swap, cap or collar agreement or similar arrangement between such Person and one or more counterparties, any foreign currency exchange agreement, currency protection agreements, commodity purchase or option agreements or other interest or exchange rate hedging agreements.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose contribution to Adjusted EBITDA individually is less than 5.0% of Adjusted EBITDA and whose contribution to Adjusted EBITDA in the aggregate with the contribution to Adjusted EBITDA of all other Restricted Subsidiaries constituting Immaterial Subsidiaries, in each case, as measured as of the last day of the fiscal quarter of Parent most recently ended for which financial statements have been delivered, equals or is less than 10% of Adjusted EBITDA.

“Impacted Lender” shall mean, subject to Section 2.20(b), any Lender that, as determined by the Administrative Agent (with notice to the Borrowers of such determination), has, or has a direct or indirect parent company that has, (a) become the subject of a proceeding under any Debtor Relief Law, or (b) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be an Impacted Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

“Incremental Increase Amount” shall have the meaning set forth in Section 2.19(a).

“Incremental Revolving Loans” shall have the meaning set forth in Section 2.19(a).

“Indebtedness” shall mean, as to any Person at a particular time, all of the following:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) any direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), banker’s acceptances, bank guaranties, surety bonds and similar instruments;

(c) net obligations under any Hedging Agreement in an amount equal to the unpaid Termination Value thereof assuming the Hedging Agreement was terminated on the applicable date of measurement;

(d) whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of Property or services, and Indebtedness (excluding prepaid interest

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thereon) secured by a Lien on Property owned or being purchased by such Person (including Indebtedness arising under conditional sales or other title retention agreements), whether or not such Indebtedness shall have been assumed by such Person or is limited in recourse;

(e) accrued obligations in respect of earnout or similar payments that are immediately payable in cash or which could be immediately payable in cash at the seller’s or obligee’s option;

(f) Capital Lease and Synthetic Lease Obligations;

(g) any Redeemable Stock of such Person; and

(h) all Guaranty Obligations of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person except for customary exceptions reasonably acceptable to the Required Lenders. The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrowers under any Credit Document and (b) to the extent not otherwise described in clause (a) preceding, Other Taxes.

“Indemnitee” shall have the meaning set forth in Section 9.5(b).

“Insolvency” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of such term as used in Section 4245 of ERISA.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“Intercompany Debt” shall have the meaning set forth in Section 9.19.

“Interest Expense” shall mean, with respect to any period, interest expense, whether paid or accrued (including the interest component of Capital Leases), of the Parent and its Consolidated Subsidiaries, all as determined in conformity with GAAP, as it appears on the income statement of the Parent and its Consolidated Subsidiaries as of such date of determination.

“Interest Payment Date” means (a) with respect to any Base Rate Loan (other than Swingline Loans), the last day of every calendar month and on the Maturity Date, (b) as to any SOFR Loan the last day of each Interest Period therefor and on the Maturity Date and (c) as to any Swingline Loan, (i) bearing interest by reference to the Base Rate, the last day of every calendar month, and on the Maturity Date and (ii) bearing interest by reference to the Swingline Lender’s Quoted Rate, the last day of the Interest Period with respect to such Swingline Loan, and on the Maturity Date; provided that, as to any such Loan, (i) if any such date would be a day other than a Business Day, such date shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such date shall be the immediately preceding Business Day and (ii) the Interest Payment Date with respect to any Borrowing that occurs on the last Business Day of a calendar month (or on a day for which

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there is no numerically corresponding day in any applicable calendar month) shall be the last Business Day of any such succeeding applicable calendar month.

“Interest Period” means the period commencing on the date a Borrowing of SOFR Loans or Swingline Loans (bearing interest at the Swingline Lender’s Quoted Rate) is advanced, continued, or created by conversion and ending (a) in the case of Term SOFR, the period commencing on the date of such Loan or Borrowing and ending on the numerically corresponding day in the calendar month that is one month thereafter, as specified in the applicable Borrowing request or interest election request and (b) in the case of Swingline Loans bearing interest at the Swingline Lender’s Quoted Rate, on the date one (1) to five (5) Business Days thereafter as mutually agreed by the Borrowers and the Swingline Lender, provided, that:

(a) no Interest Period shall extend beyond the final maturity date of the relevant Loans;

(b) whenever the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such Interest Period shall be extended to the next succeeding Business Day, provided that, if such extension would cause the last day of an Interest Period for a Borrowing of SOFR Loans to occur in the following calendar month, the last day of such Interest Period shall be the immediately preceding Business Day;

(c) for purposes of determining an Interest Period for a Borrowing of SOFR Loans, a month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month; provided, that if there is no numerically corresponding day in the month in which such an Interest Period is to end or if such an Interest Period begins on the last Business Day of a calendar month, then such Interest Period shall end on the last Business Day of the calendar month in which such Interest Period is to end; and

(d) no tenor that has been removed from this definition pursuant to Section 2.14 below shall be available for specification in such Notice of Borrowing or Notice of Conversion / Continuation.

“Investment” shall mean (a) the acquisition (whether for cash, Property, services, assumption of Indebtedness, securities or otherwise) of Capital Stock, other ownership interests or other securities of any Person or bonds, notes, debentures or all or substantially all of the assets of any Person, (b) any advance, loan or other extension of credit to, any Person or (c) any other capital contribution to or investment in any Person, including, without limitation, any Guaranty Obligation (including any support for a letter of credit issued on behalf of such Person) incurred for the benefit of such Person. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write ups, write downs or write offs with respect to such Investment, and all loans and advances shall be taken at the principal thereof that remains unpaid.

“Joinder Agreement” shall mean a Joinder Agreement in substantially the form of Exhibit 1.1(d), executed and delivered by an Additional Credit Party in accordance with the provisions of Section 5.15.

“Law” shall mean, as to any Person, (a) the articles or certificate of incorporation, by-laws or other organizational or governing documents of such Person, and (b) all international, foreign, federal, state and local statutes (including, without limitation, (i) anti-money laundering laws and (ii) the consumer loan provisions of applicable Law), treaties, rules, legally binding final guidelines, regulations, ordinances, codes, executive orders, and administrative or judicial precedents, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable legally binding, non-appealable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority (in each

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case whether or not having the force of law, but excluding any of the foregoing which are suggestive or discretionary and not mandatory); in each case to the extent applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“LC Account” shall mean amounts deposited into a designated account held by the Administrative Agent as cash collateral for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cash collateral.

“LC Disbursement” means a payment or disbursement made by the LC Issuer pursuant to a Letter of Credit.

“LC Documents” shall have the meaning set forth in Section 2.3(a).

“LC Exposure” shall mean at any time the sum of (without duplication) (a) the aggregate Dollar amount of the undrawn face amount of all Letters of Credit issued hereunder and outstanding at such time plus (b) the aggregate principal amount of all LC Disbursements outstanding at such time.

“LC Issuer” shall mean Bank of Montreal, in its capacity as the issuer of Letters of Credit hereunder together with its successors in such capacity.

“LC Obligations” shall mean, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all LC Disbursements. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with the proviso to Section 1.7. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lender” shall mean any of the several banks and other financial institutions as are, or may from time to time become, parties to this Agreement; provided that, notwithstanding the foregoing, “Lender” shall not include any Credit Party or any of the Credit Party’s Affiliates or Subsidiaries or any Disqualified Institution.

“Lender Group” is defined in the Security Agreement.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Parent and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires, each reference to a Lender shall include its applicable Lending Office.

“Leverage Ratio” shall mean, as of any date of determination, (a) the amount of Adjusted Funded Debt as of such date, to (b) Adjusted EBITDA for the four fiscal quarters ending as of such determination date.

“Letter of Credit” shall mean any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit and may be issued in Dollars.

“Letter of Credit Expiration Date” shall mean any day of expiration of a Letter of Credit, which in no event shall be later than 5 Business Days prior to the Maturity Date (except for the Closing Date Letter of Credit).

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“Letter of Credit Issuance Request” shall mean a letter of credit request executed by the applicable Borrower for the relevant Letter of Credit in the form then customarily prescribed by the LC Issuer.

“Letter of Credit Sublimit” shall mean $20,000,000.

“Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, (a) any conditional sale or other title retention agreement and any Capital Lease having substantially the same economic effect as any of the foregoing and (b) the authorized filing of any UCC financing statement).

“Limited Condition Acquisition” means any Permitted Acquisition that a Credit Party or one or more of the Restricted Subsidiaries has contractually committed to consummate, the terms of which do not condition such Credit Party’s or such Restricted Subsidiary’s, as applicable, obligation to close such Permitted Acquisition on the availability of, or on obtaining, third-party financing.

“Limited Condition Transaction” means any Limited Condition Acquisition or other Specified Transaction that a Credit Party or one or more of the Restricted Subsidiaries has contractually committed to consummate, the terms of which do not condition such Credit Party’s or such Restricted Subsidiary’s, as applicable, obligation to close such transaction on the availability of, or on obtaining, third-party financing.

“Liquidity” means, at any time, the sum of (i) Availability plus (ii) Unrestricted Cash (subject to a Controlled Account Agreement in form and substance reasonably satisfactory to the Administrative Agent to the extent such cash is required to be in a Controlled Account Agreement pursuant to the Security Agreement) and Cash Equivalents, in each case, at such time.

“Loan” shall mean a Revolving Loan and/or a Swingline Loan, as appropriate, whether outstanding as a Base Rate Loan or SOFR Loan or otherwise, each of which is a “type” of Loan hereunder.

“Mandatory Swingline Borrowing” shall have the meaning set forth in Section 2.2(b)(ii).

"Margin Stock" as defined in Regulation U of the Board of Governors as in effect from time to time.

“Master Reaffirmation” means the master reaffirmation of collateral documents, dated as of the date hereof, by the Borrowers, the Guarantors party thereto and the Administrative Agent, as the same may be amended, modified or supplemented from time to time.

“Material Adverse Effect” shall mean a material adverse effect on (i) the business, assets, liabilities, financial condition, operations or results of operations, in each case, of the Credit Parties and their Restricted Subsidiaries, taken as a whole, (ii) (A) the remedies (taken as a whole) of the Administrative Agent under the Credit Documents, or (B) the enforceability or priority of the Administrative Agent's Liens with respect to all or a material portion of the Collateral, or (iii) the ability of the Credit Parties (taken as a whole) to perform their payment obligations under the Credit Documents.

“Materials of Environmental Concern” shall mean any gasoline or petroleum (including crude oil or any extraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, perchlorate, polychlorinated biphenyls and urea-formaldehyde insulation.

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“Maturity Date” shall mean June 30, 2026.

“Maximum Revolver Amount” shall mean $440,000,000, as such aggregate maximum amount may be increased from time to time as provided in Section 2.19 or reduced from time to time as provided in Section 2.5.

“Minimum Collateral Amount” shall mean, at any time, with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate LC Exposure during the existence of a Defaulting Lender, an amount equal to 102% of the LC Exposure of the LC Issuer with respect to Letters of Credit issued and outstanding at such time.

“More Restrictive Covenant” shall mean, with respect to any Additional Notes or Subordinated Debt, any covenant or similar restriction or events of default applicable to the Credit Parties or any Restricted Subsidiary (regardless of whether such provision is labeled or otherwise characterized as a covenant), the subject matter of which is similar to the covenants or events of default set forth in Article V or Article VI or Article VII, respectively of this Agreement or related to definitions in Article I of this Agreement, but which contains one or more percentages, ratios, amounts or formulas that is more restrictive than those set forth herein or more beneficial to the holder or holders of the Indebtedness created or evidenced by the document in which such covenant or similar restriction is contained than to the Lenders hereunder; provided, that, if the Credit Documents are amended in accordance with Section 9.1 to add such covenant, similar restriction or event of default for the benefit of the Lenders, then such covenant, similar restriction or event of default shall no longer constitute a More Restrictive Covenant.

“Multiemployer Plan” shall mean a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Negative Pledge” shall mean any agreement, contract or other arrangement whereby any Borrower or any of its Restricted Subsidiaries is prohibited from, or would otherwise be in default as a result of, creating, assuming, incurring or suffering to exist, directly or indirectly, any Lien on any of its assets.

“Net Income” shall mean, with respect to any period, the net income or loss of the Parent and its Consolidated Subsidiaries for such period, determined in accordance with GAAP; provided that there shall be excluded from such calculation the income or loss of any Person (other than a Consolidated Subsidiary) of which the Parent or any Subsidiary owns Capital Stock, except to the extent of the amount of dividends or other distributions actually paid to the Parent or any of the Consolidated Subsidiaries during such period.

“Net Income Taxes” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Credit Party under any Credit Document, (a) any Taxes imposed on or measured by such recipient’s net income (however denominated), franchise Taxes, and branch profits Taxes, in each case (i) imposed as a result of such recipient’s being organized in, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes.

“Non-Defaulting Lender” shall mean, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” or “Notes” shall mean the Revolving Loan Notes and/or the Swingline Loan Note, collectively, separately or individually, as appropriate, as any such Note may be, increased, restated, supplemented or modified from time to time and shall include all notes issued in exchange or substitution for each such Note.

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“Notice of Borrowing” shall mean a request for a Borrowing of Revolving Loan pursuant to Section 2.1(b)(i) or a request for a Borrowing of Swingline Loan pursuant to Section 2.2(b)(i), as appropriate. A form of Notice of Borrowing is attached as Exhibit 1.1(e)(i).

“Notice of Continuation/Conversion” shall mean a request for the conversion of a Base Rate Loan or SOFR Loan into another SOFR Loan or the continuation of an Interest Period of a SOFR Loan. A form of Notice of Borrowing is attached as Exhibit 1.1(e)(ii).

“Obligations” shall mean, collectively (and without duplication), all of the obligations, Indebtedness and liabilities of the Credit Parties to the Lenders, the Bank Product Providers and the Administrative Agent, whenever arising, under this Agreement, the Notes, any Bank Product or any of the other Credit Documents, including principal, interest, fees, costs, charges, expenses, professional fees, reimbursements, all sums chargeable under the Credit Documents to the Credit Parties or for which any Credit Party is liable as an indemnitor and whether or not evidenced by a note or other instrument and indemnification obligations and other amounts (including, but not limited to, any interest accruing after the occurrence of a filing of a petition of bankruptcy under the Bankruptcy Code with respect to any Credit Party, regardless of whether such interest is an allowed claim under the Bankruptcy Code).

“OFAC” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Organization Documents” shall mean, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws; (b) with respect to any limited liability company, the articles of formation and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation with the secretary of state or other department in the state of its formation, in each case as amended from time to time.

“Other Connection Taxes” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Credit Party under any Credit Document, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, or become a party to, performed its obligations or received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Credit Document, or sold or assigned an interest in any Loan or Credit Document).

“Other Taxes” shall mean all present or future stamp, court or documentary Taxes and any other excise, property, intangible, recording, filing or similar Taxes which arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18).

“Participant” has the meaning assigned to such term in clause (d) of Section 9.6.

“Participation Interest” shall mean a participation interest purchased by a Revolving Lender in (a) Swingline Loans as provided in Section 2.2(b) and (b) Letters of Credit and LC Disbursements as provided in Section 2.3(d).

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“Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.

“Payment Conditions” shall at any time of determination and with respect to any transaction in question, mean that the following conditions are true when determined after giving Pro Forma Effect to such transaction in question: (a) the average Liquidity for the 30 day period immediately prior to such date of determination shall not be less than $20,000,000, (b) no Event of Default shall have occurred and be continuing, (c) the Fixed Charge Coverage Ratio on a Pro Forma Basis after giving effect to any such transaction as of the end of the last fiscal quarter for which a compliance certificate was or should have been delivered pursuant to Section 5.2(a) shall not be less than 1.25:1.00 and (d) the Leverage Ratio on a Pro Forma Basis after giving effect to any such transaction as of the end of the last fiscal quarter for which a compliance certificate was or should have been delivered pursuant to Section 5.2(a) shall be no greater than 3.00:1.00.

“Payment Event of Default” shall mean an Event of Default specified in Section 7.1(a).

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

“Permitted Acquisitions” shall mean any Acquisition, provided that:

(i) at the time of such Acquisition and after giving effect thereto, no Default or Event of Default shall exist; provided that, in connection with a Limited Condition Acquisition, at the election of any Borrower, this condition shall be limited to (x) at the time of the execution and delivery of the definitive acquisition agreements related to such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or result therefrom, and (y) upon the effectiveness and making of any Loans (if any) on the applicable closing date of such Limited Condition Acquisition, no Payment Event of Default or Bankruptcy Event shall have occurred and be continuing or shall occur as a result thereof;

(ii) Administrative Agent shall have received, at least five (5) Business Days prior to the proposed closing date for such acquisition (or such shorter period as agreed by Administrative Agent in its sole discretion), all outstanding documentation and other information about the Person or assets to be acquired required under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that has been requested in writing by the Administrative Agent at least ten (10) Business Days prior to the proposed closing date;

(iii) no Indebtedness will be incurred, assumed, or would exist with respect to any Borrower or its Restricted Subsidiaries as a result of such Acquisition, other than Loans and Indebtedness permitted under Sections 6.2(m), 6.2(aa), 6.2(cc) or 6.2(dd) and no Liens will be incurred, assumed, or would exist with respect to the assets of any Borrower or its Restricted Subsidiaries as a result of such Acquisition other than Permitted Liens;

(iv) Administrative Agent shall have received written confirmation, supported by reasonably detailed calculations, that on a Pro Forma Basis after giving effect to the proposed Acquisition and after giving effect to the making of any Loans and other Indebtedness which constitute a source of funds therefor, Borrowers and their Restricted Subsidiaries would have been in compliance with the Financial Covenants set forth in Section 6.14 for the applicable Reference Period; provided that, in connection with a Limited Condition Acquisition, at the election of any

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Borrower, this condition shall solely be tested at the time of the execution and delivery of the definitive acquisition agreements related to such Permitted Acquisition;

(v) with respect to any Acquisition with a purchase price consideration in excess of $30,000,000, Borrowers shall have, to the extent available, provided the Administrative Agent with the due diligence package relative to the proposed Acquisition, including, to the extent available, forecasted balance sheets, income statements, and cash flow statements of the Person or assets to be acquired, all prepared on a basis consistent with such Person's historical financial statements, together with appropriate supporting details and a statement of underlying assumptions for the 1 year period following the date of the proposed Acquisition, on a quarter by quarter basis, and for each Acquisition in respect of which the assets being acquired or the Person whose Capital Stock being acquired had EBITDA of greater than $50,000,000 during the 12 consecutive month period most recently concluded prior to the date of the proposed Acquisition, a quality of earnings report prepared in connection with the proposed Acquisition and conducted by a "big four" accounting firm, a regionally recognized accounting firm or any other financial advisor retained by the Borrowers;

(vi) Borrowers shall have Liquidity of $75,000,000, immediately after giving effect to the consummation of the proposed Acquisition;

(vii) to the extent a Person shall be acquired, the Person whose Capital Stock is being acquired did not have negative EBITDA (with adjustments thereto that are supported by a quality of earnings report prepared by a “big four” accounting firm, a regionally recognized accounting firm or any other financial advisor retained by the Borrowers or their Restricted Subsidiaries and such other adjustments that are otherwise factually supported) during the 12 consecutive month period most recently concluded prior to the date of the proposed Acquisition for which financial statements have been made available to the Borrowers or their Restricted Subsidiaries; provided that, in connection with a Limited Condition Acquisition, at the election of any Borrower, this condition shall solely be tested at the time of the execution and delivery of the definitive acquisition agreements related to such Permitted Acquisition based upon the 12 consecutive month period most recently concluded for which financial statements have been prepared by such Person and delivered to the Borrowers;

(viii) Borrowers have provided the Administrative Agent with written notice of the proposed Acquisition at least 5 days (or such shorter period as agreed by Administrative Agent in its sole discretion) prior to the anticipated closing date of the proposed Acquisition and, not later than promptly upon consummation of such Acquisition, copies of the acquisition agreement and other material documents relative to the proposed Acquisition;

(ix) the assets being acquired (other than a de minimis amount of assets in relation to Consolidated Total Assets), or the Person whose Capital Stock are being acquired, are useful in or engaged in, as applicable, the business of Borrowers and their Restricted Subsidiaries or a business reasonably related thereto or incidental, complementary or ancillary thereto or a reasonable extension or expansion thereof;

(x) the subject assets or Capital Stock, as applicable, are being acquired directly by a Borrower or one of its Restricted Subsidiaries, and, in connection therewith, the applicable Credit Party shall have complied with Section 5.15 and, in the case of an acquisition of Capital Stock, the applicable Credit Party shall have demonstrated to Administrative Agent that the new Credit Parties

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have received consideration sufficient to make the joinder documents (if any) binding and enforceable against such new Credit Parties; and

(xi) from and after the Closing Date, the Acquisition Consideration payable in respect of all Permitted Acquisitions (including earn-out obligations with respect thereto) in connection with the acquisition of non-Credit Parties or of assets to be owned or acquired by non-Credit Parties shall not, immediately after the consummation of the most recent Permitted Acquisition, exceed the lesser of (A) 7.5% of Consolidated Total Assets or (B) $100,000,000; provided that in connection with a Limited Condition Acquisition, at the election of any Borrower, this condition shall solely be tested at the time of the execution and delivery of the definitive acquisition agreements related to such Permitted Acquisition based upon the 12 consecutive month period most recently concluded for which financial statements have been prepared by such Person and delivered to the Borrowers.

“Permitted Discretion” means commercially reasonable (from the perspective of a secured asset-based lender) credit judgment exercised in good faith in accordance with customary business practices of the Administrative Agent.

“Permitted Investments” shall mean any Investment permitted by Section 6.3.

“Permitted Liens” shall mean: (a) Liens granted in favor of the Administrative Agent (for itself and for the benefit of the other Lenders and Bank Product Providers) to secure payment of the Obligations; (b) pledges or deposits made to secure payment of worker’s compensation (or to participate in any fund in connection with worker’s compensation), unemployment insurance, pensions or social security programs, other than any Lien imposed by ERISA; (c) Liens imposed by mandatory provisions of law such as for landlords, carriers, suppliers, materialmen’s, mechanics, warehousemen’s and other like Liens arising in the ordinary course of business, securing Indebtedness whose payment is not yet delinquent for more than 30 days or if the same are being contested in good faith and as to which reserves have been provided in accordance with GAAP; (d) Liens for taxes, assessments and governmental charges or levies imposed upon a Person or upon such Person’s income or profits or Property, if the same are not yet delinquent for more than 30 days or if the same are being contested in good faith and as to which reserves have been provided in accordance with GAAP; (e) good faith deposits in connection with tenders, leases, real estate bids or contracts (other than contracts involving the borrowing of money), pledges or deposits to secure public or statutory obligations, deposits to secure (or in lieu of) surety, stay, appeal or customs bonds and deposits to secure the payment of taxes, assessments, customs duties or other similar charges; (f) encumbrances consisting of zoning restrictions, easements, or other restrictions on the use of real Property, any reservations, limitations, provisos and conditions with respect to real Property expressed in any grant from any Governmental Authority and title defects, irregularities or survey encroachments which are of a minor nature, provided that such do not materially impair the use of such Property for the uses intended, and none of which in the aggregate is materially violated by existing or proposed structures or land use; (g) Liens against Cash Equivalents, to the extent that such Liens secure short-term Indebtedness and such Indebtedness is permitted by Section 6.2(i); (h) Liens arising by operation of law in connection with judgments being appealed to the extent such Liens would not otherwise result in an Event of Default under Section 7.1(f); (i) contractual or statutory landlord’s liens arising in the ordinary course of a Borrower’s or its Subsidiaries’ leasing activities; (j) Liens in favor of a Bank Product Provider in connection with a Bank Product; provided that such Liens shall secure the Obligations on a pari passu basis; (k) Liens in favor of the Administrative Agent, the Revolving Lenders, each LC Issuer and/or Swingline Lender to secure the obligations of a Defaulting Lender to fund risk participations hereunder; (l) normal and customary rights of set-off of contractual parties and Liens of a collecting bank on checks, drafts or other items of payment payable to a Credit Party in the course of collection; (m) existing Liens shown on Schedule 6.1 and any renewals, extensions or refinancings thereof, provided that (i) the Property affected or covered by any such

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Lien is not changed, (ii) the amount secured or benefited by any such Lien is not increased (other than in an amount not to exceed the costs, fees and expenses required to consummate such renewal, extension or refinancing) and (iii) neither the direct nor any contingent obligor with respect to the amount secured or benefited thereby is changed; (n) any interest of title of (i) a lessor, lessee, sublessor or sublessee under any lease of real Property or (ii) a licensee or sublicensee with respect to any Property if and to the extent that such license or sublicense is permitted under this Agreement and the other Credit Documents; (o) non-exclusive licenses or sublicenses of patents, trademarks and other intellectual property rights granted by a Borrower or any of its Subsidiaries in the ordinary course of business of such Borrower or Subsidiary; (p) Liens solely on any cash earnest money deposits made by a Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (q) Liens affecting the proceeds of insurance policies securing Indebtedness in respect of insurance premium financing for such insurance policies permitted pursuant to Section 6.2(s); (r) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to personal property leased pursuant to operating leases entered into in the ordinary course of business of a Borrower and its Subsidiaries; (s) options, put and call arrangements, rights or first refusal and similar rights to Investments in joint ventures, partnerships or other similar investments permitted to be made under Section 6.3; (t) pledges or deposits made in the ordinary course of business in connection with any advance, loan or other extension of credit to a borrower of a Credit Party; (u) Liens affecting assets of Foreign Subsidiaries and securing Indebtedness permitted pursuant to Section 6.2(v); (v) Liens on Permitted Securitization Assets in connection with a Permitted Receivables Financing; (w) Liens on the property of a Person securing Assumed Indebtedness to the extent permitted by Section 6.2(cc) or (dd), provided that such Liens were not created in connection with, or in contemplation of, such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with a Borrower or a Subsidiary; (x) Liens on Property existing at the time of acquisition thereof by a Borrower or any of its Subsidiaries (including as a result of any Unrestricted Subsidiary being redesignated as a Restricted Subsidiary), provided, that such Liens were not created in connection with , or in contemplation of, such acquisition, (y) Liens securing Indebtedness of Foreign Subsidiaries to the extent such Indebtedness is permitted under Section 6.2(x); provided, however, that no asset of any Borrower or any Domestic Subsidiary (other than an Excluded Subsidiary) shall be subject to any such Lien, (z) Liens securing Permitted Refinancing Debt, provided that the Credit Parties and their Restricted Subsidiaries were permitted to incur such Liens with respect to the Indebtedness so refinanced under this Agreement, (aa) any Liens granted pursuant to the Cash Collateral Agreement and (bb) provided that the Payment Conditions have been satisfied both before and after giving Pro Forma Effect to such transaction, additional Liens (so long as such liens to not attach to any Receivable) not otherwise permitted by clauses (a)-(aa) so long as the principal amount of Indebtedness and other obligations secured by this clause (bb) does not exceed $10,000,000, and (cc) deposits or reserve accounts pledged as collateral in favor of a Bank Partner to secure the applicable Borrower’s or the applicable Subsidiary’s performance obligations under any Bank Partner Program Agreement.

“Permitted Receivables Financing” shall mean any receivables financing facility or arrangement pursuant to which the Parent or any of its Subsidiaries is permitted to sell, convey or otherwise transfer, or to grant a security interest in, Permitted Securitization Assets to either (a) a Person that is not a Subsidiary of Parent or (b) a Securitization Subsidiary that in turn sells such Permitted Securitization Assets to a Person that is not a Subsidiary of Parent, purchases or otherwise acquires loans owned by or accounts receivable of a Borrower or any Subsidiary, pledges such Permitted Securitization Assets or grants a security interest in any Permitted Securitization Assets, on terms that the board of directors, board of managers or similar governing body of (i) Parent or (ii) such Subsidiary that is the transferor or grantor, in each case, has concluded provides fair compensation and reasonable value to the Borrowers; provided, further, that, it is agreed and understood that the following transactions shall be Permitted Receivables Financings as of the Closing Date: the sales of receivables in relation to (t) that certain Loan and Security Agreement, dated as of July 23, 2018 (as amended, restated, supplemented or otherwise modified from time to time), by and between EFR 2018-1, LLC, as borrower, and Pacific Western Bank, as administrative agent, collateral

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agent and lender; (u) that certain Loan and Security Agreement, dated as of October 23, 2018 (as amended, restated, supplemented or otherwise modified from time to time) by and among EFR 2018-2, LLC, as borrower, Credit Suisse AG, New York Branch, as agent and managing agent, and the lenders from time to time party thereto; (v) that certain Indenture, dated as of October 31, 2018 (as amended, restated, supplemented or otherwise modified from time to time), by and between ENVA 2018-A, LLC, as issuer, and Citibank, N.A., as indenture trustee; (w) that certain Indenture, dated as of October 17, 2019 (as amended, restated, supplemented or otherwise modified from time to time), by and between ENVA 2019-A, LLC, as issuer, and the Subsidiaries party thereto, Citibank, N.A., as indenture trustee; (x) that certain Fourth Amended and Restated Credit Agreement, dated as of December 17, 2018 (as amended, restated, supplemented or otherwise modified from time to time), by and among Receivable Assets of OnDeck, LLC, as borrower, the lenders party thereto from time to time, Truist Bank, as administrative agent, and Wells Fargo Bank, N.A., as paying agent and collateral agent; (y) that certain Base Indenture, dated on or about May 5, 2021 (as amended, restated, supplemented or otherwise modified from time to time), by and between OnDeck Asset Securitization Trust III LLC, issuer, and Deutsche Bank Trust Company Americas, as indenture trustee, and (z) that certain Credit Agreement, dated as of November 17, 2021 (as amended, restated, supplemented or otherwise modified from time to time), by and among OnDeck Receivables 2021, LLC, as borrower, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and Deutsche Bank Trust Company Americas, as paying agent.

“Permitted Refinancing Debt” means any Indebtedness of the Parent or any of its Restricted Subsidiaries issued in exchange for, or the net cash proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Parent or such Restricted Subsidiaries; provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Debt does not exceed the principal amount and premium, if any, plus accrued interest (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of any fees and expenses incurred in connection therewith);

(2) such Permitted Refinancing Debt has a final scheduled maturity date equal to or later than the final scheduled maturity date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Loans or the Guaranty, such Permitted Refinancing Debt is contractually subordinated in right of payment to, the Loans or such Guaranty on terms at least as favorable to the Revolving Lenders as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(4) such Indebtedness is incurred either by the Parent or by the Restricted Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded or would otherwise be permitted to incur such Indebtedness.

“Permitted Securitization Asset” means (a) any consumer loans, trade or accounts receivable or related assets and the proceeds thereof, including small business loan agreements, customer loan agreements, consumer installment loan agreements or promissory notes, in each case that may become subject to a Permitted Receivables Financing and (b) any and all collateral securing such agreement, note, receivable or asset, all contracts and contract rights, guaranties or other obligations in respect of such receivable or asset, lockbox accounts, reserve accounts and records with respect to such account or asset and any other assets customarily transferred (or in respect of which security interests are customarily granted), together with accounts or assets in a securitization financing and which in the case of clause (a)

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and (b) above are sold, conveyed, assigned or otherwise transferred or pledged by the Parent or any Subsidiary in connection with a Permitted Receivables Financing.

“Permitted Tax Restructuring” means any re-organizations and other activities related to tax planning and re-organization of the Parent and its Subsidiaries so long as, after giving effect thereto, taken as a whole, the security interests of the Lenders in the Collateral are not materially impaired (as reasonably determined by the Administrative Agent in its Permitted Discretion) and such restructuring will not have any adverse tax consequence on any Lender as reasonably determined by the Administrative Agent in its Permitted Discretion.

“Person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” shall mean, as of any date of determination, any employee benefit plan which is covered by Title IV of ERISA and in respect of which any Credit Party or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Plan Asset Regulation” means 29 C.F.R. §2510.3-101, et seq., as modified by Section 3(42) of ERISA.

“Portfolio Agreement” collectively means, with respect to any Bank Partner Receivable or Receivable, at any time, the consumer loan agreement (or equivalent agreement) used by the Borrowers or the applicable Bank Partner in the ordinary course of business, including any subsequent renewals, extensions, modifications and amendments thereof, executed and delivered by an account debtor to or for the benefit of the applicable Bank Partner, Parent or a Restricted Subsidiary, providing for or otherwise governing a Receivable of a Borrower or Bank Partner Receivables.

“Portfolio Books” collectively means, in respect of any Bank Partner Receivable or Receivable, all books and records in respect thereof.

“Portfolio Collateral” means any and all Property, if any (including without limitation accounts, chattel paper, commercial tort claims, instruments, documents, deposit accounts, contract rights, investment property, general intangibles, goods, inventory, equipment, supporting obligations, letter of credit rights and books and records of the foregoing), whether owned by the account debtor in respect of a Receivable, or any other Person, that secures such account debtor’s obligations under a Receivable or Bank Partner Receivable, and all supporting obligations in respect thereof.

“Portfolio Documents” collectively means all (i) Portfolio Agreements, (ii) Portfolio Books, and (iii) all other documents, instruments, and agreements executed and delivered in connection with a Receivable of a Borrower or Bank Partner Receivables, including but not limited to, guarantees, any document that evidences any lien, security interest, assignment or other interest in Portfolio Collateral as security for a Receivable or Bank Partner Receivables, as applicable, and any warranty of validity or other agreement providing for or evidencing assurance with respect to the existence, authenticity or genuineness of any Portfolio Collateral or Portfolio Documents.

“Preferred Stock” means the Capital Stock of any Person, of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

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“Prepayment Cure” shall have the meaning set forth in Section 7.4.

“Prepayment Cure Period” shall have the meaning set forth in Section 7.4.

“Prime Rate” shall mean the rate of interest announced or otherwise established by the Administrative Agent from time to time as its prime commercial rate, or its equivalent, for U.S. Dollar loans to borrowers located in the United States as in effect on such day, with any change in the Base Rate resulting from a change in said prime commercial rate to be effective as of the date of the relevant change in said prime commercial rate (it being acknowledged and agreed that such rate may not be the Administrative Agent’s best or lowest rate).

“Pro Forma Basis” “Pro Forma Compliance” and “Pro Forma Effect” mean, as to any Person, for any events as described below that occur subsequent to the commencement of a measurement period for which the effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give Pro Forma Effect to such events as if such events occurred as of the first day of such measurement period (the “Reference Period”), in accordance with Section 1.4 and Section 1.8.

“Property” shall mean any investment in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

“Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Receivable” shall mean an account, payment intangible or chattel paper (including electronic chattel paper) (as each term is defined in the UCC) (including without limitation, unpaid principal, accrued interest, costs, fees, expenses and indemnity obligations) of a Credit Party owing by an account debtor in respect of a loan or loans or other financial accommodations made or extended in accordance with the applicable Portfolio Agreements. Any such Receivable shall include, without limitation, all rights (including enforcement rights) under or pursuant to all related Portfolio Agreements in respect thereof, and all supporting obligations in connection therewith. “Redeemable Stock” shall mean the portion of any Capital Stock of the Borrowers or any of their Restricted Subsidiaries which prior to the Maturity Date is or may be (a) unilaterally redeemable (by sinking fund or similar payments or otherwise) upon the occurrence of certain events or otherwise; (b) redeemable at the option of the holder thereof or (c) convertible into Indebtedness (excluding Capital Stock convertible or exchangeable solely at the option of the Parent or a Subsidiary of the Parent; provided that any such conversion or exchange will be deemed an incurrence of Indebtedness).

“Reference Period” has the meaning ascribed to such term in the definition of “Pro Forma Basis.”

“Register” shall have the meaning set forth in Section 9.6(c).

“Reimbursement Obligations” shall mean the Borrowers’ obligations under Section 2.3(e) to reimburse LC Disbursements.

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“Related Parties” shall mean, with respect to any Person, such Person’s Affiliates under common control with such Person and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means the FRB and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the FRB and/or the Federal Reserve Bank of New York, or any successor thereto.

“Reorganization” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is in reorganization within the meaning of such term as used in Section 4241 of ERISA.

“Reportable Event” shall mean any of the events set forth in Section 4043(c) of ERISA, other than those events as to which notice is waived under applicable PBGC regulations, taking into account any cure periods or extensions.

“Required Lenders” shall mean, as of any date of determination, Lenders holding at least a majority of (a) the outstanding Revolving Commitments or (b) if the Revolving Commitments have been terminated, the outstanding Loans and Participation Interests; provided, however, that if any Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination of Required Lenders, Obligations (including Participation Interests) owing to such Defaulting Lender and such Defaulting Lender’s Commitments; provided, further, so long as there are three (3) non-Affiliated Lenders or more, that Required Lenders must include at least two (2) Lenders.

“Reserves” shall mean, the establishment or increase or decrease of any reserve against the Borrowing Base and the Maximum Revolver Amount, shall be limited to such reserves against the Borrowing Base and the Maximum Revolver Amount as the Administrative Agent from time to time determines in its Permitted Discretion (including but not limited to a minimum rent reserve equal to 3 month’s rent in the event a landlord waiver is not obtained over any chief executive office of Parent where tangible books and records pertaining to the Collateral are held); provided, however, that notwithstanding anything to the contrary herein (i) the amount of any such reserve or change shall have a reasonable relationship to the event, condition or other matters that are the basis for such reserve or such change, (ii) no reserve or change shall be duplicative of any reserve or change already accounted for through eligibility criteria, (iii) the implementation of any reserve resulting in an overadvance that, if left unremedied, shall not be deemed to cause a default or an Event of Default until three (3) Business Days thereafter, and (iv) the Lenders and the Administrative Agent agree that to the extent that the Borrowing Base, on any date of determination exceeds the Maximum Revolver Amount, the Reserves will not apply to the Maximum Revolver Amount and shall only be applied against the Borrowing Base, as opposed to the Maximum Revolver Amount.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” shall mean, for any Credit Party, the chief executive officer, the president, the chief financial officer, the senior vice president of finance or the vice president/treasurer of such Credit Party and any additional responsible officer that is designated as such to the Administrative Agent.

“Restricted Payment” shall mean, collectively, (a) Dividends, and (b) any payment or prepayment of principal, interest, premium or penalty on any Subordinated Debt, Senior Notes or Additional Notes or any defeasance, redemption, purchase, repurchase or other acquisition or retirement for value, in whole or in part, of any Subordinated Debt, Senior Notes or Additional Notes (including, without limitation, the setting aside of assets or the deposit of funds therefor).

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“Restricted Subsidiary” means any Subsidiary of the Parent that is not an Unrestricted Subsidiary.

“Revolving Commitment” shall mean, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans in an aggregate principal Dollar amount at any time outstanding up to an amount equal to such Revolving Lender’s Revolving Commitment Percentage of its Revolving Commitment identified as its Revolving Commitment on Schedule 2.1(a) (which may be increased from time to time pursuant to Section 2.19). As of the Closing Date, the Revolving Commitment of all Lenders is $440,000,000.

“Revolving Commitment Percentage” shall mean, for each Revolving Lender, the percentage identified as its Revolving Commitment Percentage on Schedule 2.1(a) or in the Register, as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(b).

“Revolving Committed Amount” means the least of: (w) the Maximum Revolver Amount, (x) the aggregate Revolving Commitments, (y) the Borrowing Base and (z) the Revolving Line Cap.

“Revolving Credit Outstandings” means the sum of (a) with respect to Revolving Loans and Swingline Loans on any date, the aggregate outstanding principal Dollar amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Loans and Swingline Loans, as the case may be and (b) the LC Exposure, in each case occurring on such date.

“Revolving Exposure” means, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s LC Exposure and Swingline Loans.

“Revolving Extension Request” shall have the meaning set forth in Section 2.21(a).

“Revolving Facility” shall have the meaning set forth in Section 2.1(a).

“Revolving Facility Increase” shall have the meaning set forth in Section 2.19(a).

“Revolving Lenders” shall mean any Lender.

“Revolving Line Cap” shall mean the maximum principal amount permitted to be incurred under this Agreement pursuant to the terms of any Senior Notes Indenture, which in no case, shall be less than $440,000,000.

“Revolving Loans” is defined in Section 2.1(a), and, as so defined, includes a Base Rate Loan or a SOFR Loan, each of which is a “type” of Revolving Loan hereunder.

“Sanctioned Entity” shall mean (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a person or entity resident in or determined to be resident in a country, that is subject to a country sanctions program administered and enforced by OFAC.

“Sanctioned Person” shall mean a person named on the list of Specially Designated Nationals maintained by OFAC or an entity that is 50% or more owned by any such person.

“SEC” shall mean the Securities and Exchange Commission or any successor Governmental Authority.

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“Securitization Subsidiary” shall mean a direct or indirect Subsidiary of the Parent:

(1) that does not engage in, and whose charter, limited liability company agreement, operating agreement, or similar governing document prohibits it from engaging in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto,

(2) no portion of the Indebtedness or any other obligation, contingent or otherwise, of which:

(A) is guaranteed by the Borrowers or any Restricted Subsidiary (other than a Securitization Subsidiary),

(B) is recourse to or obligates the Borrowers or any Restricted Subsidiary (other than a Securitization Subsidiary), in any way, or

(C) subjects any property or asset of a Borrower or any Restricted Subsidiary (other than a Securitization Subsidiary) of the Borrowers, directly or indirectly, contingently or otherwise, to the satisfaction thereof, and

(3) with respect to which neither the Borrowers nor any Restricted Subsidiary (other than a Securitization Subsidiary) has any obligation to maintain or preserve its financial condition or cause it to achieve certain levels of operating results,

other than, in respect of clause (2) and (3), pursuant to (x) customary representations, warranties, covenants and indemnities concerning the Permitted Securitization Assets entered into in connection with a Permitted Receivables Financing, including guarantees and indemnities by a Borrower or any Restricted Subsidiary related to the breach or performance of representations, warranties, covenants and indemnities by a Securitization Subsidiary and (y) services performed or to be performed by a Borrower or any Restricted Subsidiary with respect to such Permitted Receivables Financing.

“Security Agreement” means the security agreement, dated as of the date hereof, by the Borrowers, the Guarantors party thereto and the Administrative Agent, as the same may be amended, modified or supplemented from time to time.

“Security Agreement Supplement” shall have the meaning set forth in the Security Agreement.

“Senior Notes” shall mean the senior notes issued pursuant to each Senior Notes Indenture.

“Senior Notes Documents” shall mean, collectively, each Senior Notes Indenture, any offering memorandum executed in connection therewith, and all other agreements, instruments and other documents setting forth the terms of the Senior Notes.

“Senior Notes Indenture” shall mean each of (a) that certain Indenture for 8.500% Senior Notes due 2024, dated as of September 1, 2017 (as amended, restated, supplemented or as otherwise modified from time to time) by and among Parent, certain of Parent’s subsidiaries as guarantors from time to time and Computershare Trust Company, N.A., a national banking association duly organized under the laws of the United States and Computershare Trust Company of Canada and (b) that certain Indenture for 8.500% Senior Notes due 2025, dated as of September 19, 2018 (as amended, restated, supplemented or as otherwise modified from time to time), by and among Parent, certain of Parent’s subsidiaries as guarantors from time to time and Computershare Trust Company, N.A., as trustee.

“Single Employer Plan” shall mean any Plan that is not a Multiemployer Plan.

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“SOFR” means a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York) or a successor administrator of the secured overnight financing rate).

“SOFR Loan” means a Loan bearing interest based on Term SOFR, other than pursuant to clause (c) of the definition of “Base Rate.”

“Solvent” shall mean, with respect to any Person, that the fair value of the assets of such Person (both at fair valuation and at present fair saleable value on a going concern basis) is, on the date of determination, greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person as of such date and that, as of such date, such Person is able to pay all liabilities of such Person as such liabilities mature and such Person does not have unreasonably small capital with which to carry on its business. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability discounted to present value at rates believed to be reasonable by such Person.

“Specified Acquisition Agreement Representations” means, with respect to any Limited Condition Acquisition, such of the representations made by, or with respect to, the target of an Acquisition and its subsidiaries in the applicable acquisition agreement (as in effect on the date of execution thereof) as are material to the interests of the Lenders, but only to the extent that the Credit Party or the Restricted Subsidiaries have the right (taking into account any applicable cure provisions) to terminate their obligations under such acquisition agreement (as in effect on the date of execution thereof) as a result of a breach of such representations in such acquisition agreement (as in effect on the date of execution thereof) or decline to consummate the Acquisition as a result of a breach of one or more of such representations in the applicable acquisition agreement.

“Specified Equity Contribution” shall have the meaning set forth in Section 7.3.

“Specified Existing Revolving Commitment Class” shall have the meaning set forth in Section 2.21.

“Specified Event of Default” means (i) any Payment Event of Default or Bankruptcy Event, (ii) any Event of Default arising under Section 7.1(c)(ii) from a failure to deliver a Borrowing Base Certificate (subject to a 5 Business Day grace period) during any fiscal quarter in accordance with Section 5.2(e), (iii) any Event of Default arising under Section 7.1(c)(ii) from a failure to deliver the financial statements required pursuant to Section 5.1, (iv) any Event of Default arising under Section 7.1(c)(i) from a breach of the Financial Covenants or (v) any Event of Default under Section 7.1(c)(ii) arising from any material misrepresentation in any Borrowing Base Certificate.

“Specified Representations” means each of the representations and warranties set forth in Section 3.1(a), Section 3.1(b)(ii), Section 3.2, Section 3.3, Section 3.4, Section 3.6, Section 3.7(c), Section 3.12, Section 3.16, Section 3.17, and Section 3.18.

“Specified Transaction” means, with respect to any period, any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, subsidiary designation, operating improvements, restructurings, cost saving initiatives or other initiatives or any other event that by the terms of the Credit Documents requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect” to such event.

“Standby Letter of Credit Fee” shall have the meaning set forth in Section 2.4(c).

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“Subordinated Debt” shall mean any Indebtedness of any Borrower or any Subsidiary which (a) is expressly (in writing) subordinated in right of payment to the prior payment in full of the Obligations, (b) does not contain any More Restrictive Covenants and (c) contains subordination, cushions on all covenants and baskets in such amounts as the Administrative Agent may reasonably require and other terms reasonably acceptable to the Administrative Agent, and (d) is subject to a subordination agreement in form and substance reasonably satisfactory to Administrative Agent.

“Subsidiary” shall mean, as to any Person, a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Parent.

“Sustainability Coordinator” means Bank of Montreal, in its capacity as Sustainability Coordinator hereunder or any successor thereto appointed with the consent of the Borrower Representative.

“Swap Obligations” shall mean, with respect to any Guarantor, an obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of § 1a(47) of the Commodity Exchange Act.

“Swingline Commitment” shall mean the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal amount at any time outstanding up to the Swingline Committed Amount, and the commitment of the Revolving Lenders to purchase participation interests in the Swingline Loans as provided in Section 2.2(b)(ii), as such amounts may be reduced from time to time in accordance with the provisions hereof.

“Swingline Committed Amount” shall mean $10,000,000.

“Swingline Exposure” shall mean, with respect to any Revolving Lender, an amount equal to the Applicable Percentage of such Revolving Lender multiplied by the principal amount of outstanding Swingline Loans.

“Swingline Lender” shall mean Bank of Montreal and any successor swingline lender.

“Swingline Lender’s Quoted Rate” is defined in Section 2.2(d).

“Swingline Loan” shall have the meaning set forth in Section 2.2(a).

“Swingline Loan Note” shall mean the promissory note, if any, of the Borrowers in favor of the Swingline Lender evidencing the Swingline Loans provided pursuant to Section 2.2(d), as such promissory note may be amended, modified, extended, restated, replaced, or supplemented from time to time.

“Synthetic Lease Obligation” shall mean the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of Property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the Indebtedness of such Person (without regard to accounting treatment).

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“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholdings), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means, for the applicable tenor, the Term SOFR Reference Rate on the day (such day, the “Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to (a) in the case of SOFR Loans, the first day of such applicable Interest Period, or (b) with respect to Base Rate, such day of determination of the Base Rate, in each case as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the per annum forward-looking term rate based on SOFR.

“Termination Value” shall mean, in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Agreements, for any date on or after the date such Hedging Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s).

“Transactions” shall mean (i) the closing of this Agreement and the other Credit Documents and the other transactions contemplated hereby and pursuant to the other Credit Documents, (ii) the initial borrowings under the Credit Documents, and (iii) the payment of fees, costs and expenses in connection with all of the foregoing).

“UCC” shall mean the Uniform Commercial Code from time to time in effect in any applicable jurisdiction.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Underwriting Guidelines” shall mean (a) with respect to any Bank Partner Receivables, the customary original and underwriting guideless of the applicable Bank Partner in the ordinary course of business, as amended, modified or supplemented from time to time in the reasonable business judgment of

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the Bank Partner and consented to by the Administrative Agent if any change in such Underwriting Guidelines would be adverse to any Lender or the Collateral in any material respect and (b) with respect to any other Receivables, the collections policies and procedures, customary credit and underwriting procedures and servicing guidelines administered by the Borrowers in the ordinary course of business, as amended, modified or supplemented from time to time in the reasonable business judgment of the Borrowers and consented to by the Administrative Agent if any change in such Underwriting Guidelines would be adverse to any Lender or the Collateral in any material respect.

“Unreimbursed Amount” shall have the meaning set forth in Section 2.3(e).

“Unrestricted Cash” means unrestricted Cash on Hand other than restrictions for the benefit of the Administrative Agent and the Lender Group.

“Unrestricted Subsidiary” means (a) any Subsidiary of Parent which is designated after the Closing Date as an Unrestricted Subsidiary by the Parent pursuant to Section 5.16 and which has not been re‑designated as a Restricted Subsidiary pursuant to Section 5.16, (b) any Subsidiary of an Unrestricted Subsidiary and (c) any Securitization Subsidiary.

“U.S.” shall mean the United States of America.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” shall mean a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 2.15(f) and shall be in form and substance reasonably acceptable to the Administrative Agent.

“Withholding Agent” shall mean a Credit Party, the Administrative Agent, or, in the case of any Lender that is treated as a partnership for U.S. federal income tax purposes, such Lender or any partnership for U.S. federal income tax purposes that is a direct or indirect (through a chain of entities treated as flow-through entities for U.S. federal income tax purposes) beneficial owner of such Lender, or any of their respective agents, that is required under applicable law to deduct or withhold any Tax from a payment by or on account of any obligation of any Credit Party under any Credit Document.

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.2. Divisions.

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For all purposes under the Credit Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (i) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (ii) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its equity interests at such time.

Section 1.3. Other Definitional Provisions.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, amended and restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), any reference herein to any Person shall be construed to include such Person’s successors and assigns, the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and all terms defined in this Agreement shall have the defined meanings when used in any other Credit Document or any certificate or other document made or delivered pursuant hereto. Any reference herein or in any other Credit Document to the satisfaction, repayment, or payment in full of the Obligations or the Obligations shall mean the date upon which (w) all of the Obligations (other than (A) as set forth in clause (x) and (y) and (B) contingent indemnification obligations not yet due and payable) have been paid in full, (x) all Letters of Credit have been cancelled, Cash Collateralized or otherwise backstopped on terms reasonably satisfactory to the LC Issuer (including by “grandfathering” on terms reasonably acceptable to the LC Issuer of the applicable Letters of Credit into a future credit facility), (y) Bank Product Collateralization has been provided for all Bank Products other than with respect to Bank Product Debt that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized and (z) all Commitments have expired or been terminated.

Section 1.4. Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the most recently delivered audited Consolidated financial statements of the Parent, except as otherwise specifically prescribed herein. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) other than with respect to the carveouts permitted with respect to the opinion required in Section 5.1(b), the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i)

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unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either a Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding anything to the contrary herein, all leases of any Person that are or would be characterized as operating leases in accordance with GAAP immediately prior to January 1, 2018 (whether or not such operating leases were in effect on such date) shall continue to be accounted for as operating leases (and not as Capital Leases) for purposes of this Agreement regardless of any change in GAAP or the implementation thereof following January 1, 2018 that would otherwise require such leases to be recharacterized as Capital Leases.

(c) Financial Covenant Calculations.

(i) The parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the Financial Covenant, (1) after consummation of any Acquisitions permitted hereunder, (a) income statement items and other balance sheet items (whether positive or negative) attributable to the target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrowers and the Administrative Agent and (b) Indebtedness of a target which is retired in connection with any Acquisitions permitted hereunder shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period and (2) after any Disposition permitted by Section 6.5, (a) income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to the Property or Assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrowers and the Administrative Agent and (b) Indebtedness and applicable interest that is repaid with the proceeds of such Disposition shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period.

Section 1.5. Time References.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.6. Execution of Documents.

Unless otherwise specified, all Credit Documents and all other certificates executed in connection therewith must be signed by a Responsible Officer.

Section 1.7. Letter of Credit Amounts.

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Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount or undrawn amount, as the context may require, of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any LC Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Section 1.8. Certain Calculations and Tests.

(a) Notwithstanding anything in this Agreement or any Credit Document to the contrary, for purposes of (i) determining compliance with any provision in this Agreement or any Credit Document that requires the calculation of any financial ratio or test, (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap, financial metric or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election of any Borrower (such Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be: (1) in the case of any acquisition or other Investment, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended measurement period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment or related transaction or (y) the consummation of such acquisition or Investment or related transaction; and (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended measurement period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment (the applicable date pursuant to clause (1) or (2) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of any Borrower, any other acquisition or similar Investment or Restricted Payment that has not been consummated but with respect to which such Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.8(a), as if they had occurred at the beginning of the most recently completed measurement period ending prior to the LCT Test Date, such Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if a Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the EBITDA or total assets of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that such Borrower or any other Credit Party or Restricted Subsidiary may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof (but without netting the cash proceeds thereof)) had been

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consummated. The provisions of this Section 1.8(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Revolving Loans. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person.

(b) Notwithstanding anything to the contrary in this Agreement, all determinations of (x) compliance with any financial ratio or test and/or any cap or any other financial metric, (y) the accuracy of any representation and warranties, or any requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (z) any availability test under any “baskets” (including any capacity measured as a percentage of EBITDA or Consolidated Total Assets) shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability (including due to fluctuations in EBITDA or Consolidated Total Assets) occurring after such time.

(c) Notwithstanding anything to the contrary herein, for purposes of the covenants described in Article VI, if any transaction or action would be permitted pursuant to one or more provisions described therein, a Borrower may divide and classify such transaction or action within any covenant in any manner that complies with the covenants set forth therein, and may later divide and reclassify any such transaction or action so long as the transaction or action (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

(d) Notwithstanding anything to the contrary herein, for purposes of (i) determining compliance with any provision in this Agreement or any Credit Document that requires the calculation of any financial ratio or test, (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap, financial metric or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Permitted Acquisition, the Borrowing Base shall, as of any LCT Test Date or other date of determination, include all Eligible Accounts and Unrestricted Cash and other Cash Equivalents acquired (or to be acquired) pursuant to such Permitted Acquisition.

1.9. Interest Rate. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Benchmark, any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Benchmark or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

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ARTICLE II
THE LOANS; AMOUNT AND TERMS

Section 2.1. Revolving Loans.

(a) Revolving Commitment. During the Commitment Period, subject to the terms and conditions hereof, each Revolving Lender severally, but neither jointly nor jointly and severally, agrees to ratably make revolving credit loans in Dollars (each a “Revolving Loan”) and Letters of Credit in Dollars (or any other currency agreed to by the applicable LC Issuer) to the Borrowers for the purposes hereinafter set forth from time to time in an aggregate principal Dollar Amount not to exceed the Revolving Committed Amount (such facility, the “Revolving Facility”); provided, however, that with regard to each Revolving Lender individually, the sum of such Revolving Lender’s Revolving Commitment Percentage of the aggregate principal Dollar Amount of outstanding Revolving Loans plus such Revolving Lender’s Revolving Commitment Percentage of outstanding Swingline Loans plus such Revolving Lender’s Revolving Commitment Percentage of outstanding LC Obligations shall not exceed such Revolving Lender’s Revolving Commitment and with regard to the Revolving Lenders collectively, the aggregate Revolving Credit Outstandings shall not exceed the Revolving Committed Amount then in effect. As provided in Section 2.1(b), the Borrowers may elect that each Borrowing of Revolving Loans be either Base Rate Loans or SOFR Loans. During the Commitment Period, Revolving Loans may be repaid and the principal amount thereof reborrowed, subject to the terms and conditions hereof.

(b) Revolving Loan Borrowings.

(i) Notice of Borrowing. The Borrowers shall give notice to the Administrative Agent by no later than 11:00 a.m.: (A) at least three (3) Business Days before the date on which the Borrowers request the Lenders to advance a Borrowing of SOFR Loans and (B) on the date the Borrowers request the Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, subject to the terms and conditions hereof, the Borrowers may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to the minimum amount requirement for each outstanding Borrowing set forth in Section 2.1(b)(iv) below, a portion thereof, as follows: (x) if such Borrowing is of SOFR Loans, on the last day of the Interest Period applicable thereto, the Borrowers may continue part or all of such Borrowing as SOFR Loans or convert part or all of such Borrowing into Base Rate Loans or (y) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrowers may convert all or part of such Borrowing into SOFR Loans for an Interest Period or Interest Periods specified by the Borrowers. The Borrowers shall give all such notices requesting the advance, continuation or conversion of a Borrowing to the Administrative Agent by telephone, telecopy, or other telecommunication device acceptable to the Administrative Agent (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing in a manner acceptable to the Administrative Agent), substantially in the form of a Notice of Borrowing or Notice of Continuation/Conversion, as applicable, or in such other form acceptable to the Administrative Agent. Notice of the continuation of a Borrowing of SOFR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Base Rate Loans into SOFR Loans must be given by no later than 11:00 a.m. at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of SOFR Loans, the Interest Period applicable thereto. Upon notice to the Borrowers by the Administrative Agent or the Required Lenders (or, in the case of

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Bankruptcy Event with respect to a Borrower, without notice), no Borrowing of SOFR Loans shall be advanced, continued, or created by conversion if any Event of Default then exists. The Borrowers agree that the Administrative Agent may rely on any such telephonic, telecopy or other telecommunication notice given by any person the Administrative Agent in good faith believes is a Responsible Officer without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation such telephonic notice shall govern if the Administrative Agent has acted in reliance thereon.

(ii) Notice to Lenders. The Administrative Agent shall give prompt telephonic, telecopy or other telecommunication notice to each Lender of any notice from Borrowers received pursuant to clause (i) above and the amount of such Lender’s Loan to be made as part of the requested Borrowing.

(iii) Borrower’s Failure to Notify. If a Borrower fails to give notice pursuant to clause (i) above of the continuation or conversion of any outstanding principal amount of a Borrowing of SOFR Loans prior to the last day of its then current Interest Period within the period required by clause (i) and such Borrowing is not prepaid, such Borrowing shall automatically continue as a Borrowing of SOFR Loans with an Interest Period of one month.

(iv) Minimum Amounts. Each Borrowing of Base Rate Loans shall be in an amount not less than $100,000. Each Borrowing of SOFR Loans advanced, continued or converted shall be in an amount equal to $500,000 or such greater amount which is an integral multiple of $100,000. Without the Administrative Agent’s consent, there shall not be more than ten (10) Borrowings of SOFR Loans outstanding hereunder at any one time.

(v) Advances. Each Revolving Lender will make its Revolving Commitment Percentage of each Revolving Loan borrowing available to the Administrative Agent for the account of the Borrowers at the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, by 1:00 P.M. on the date specified in the applicable Notice of Borrowing, in Dollars and in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office (or such other account that the Borrower Representative may designate in writing to the Administrative Agent) with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent.

(vi) Repayment. Subject to the terms of this Agreement, Revolving Loans may be borrowed, repaid and reborrowed during the Commitment Period, subject to Section 2.6(a). The principal amount of all Revolving Loans, and all other Obligations that are then due and payable, shall be due and payable in full on the Maturity Date, unless accelerated sooner pursuant to Section 7.2.

(vii) Interest. Subject to the provisions of Section 2.7, Revolving Loans shall bear interest in accordance with Section 2.8.

(viii) Revolving Loan Notes; Covenant to Pay. The Borrowers’ obligation to pay each Revolving Lender shall be evidenced by this Agreement and, upon such Revolving Lender’s request, by a duly executed promissory note of the Borrowers to such Revolving Lender in substantially the form of Exhibit 2.1(v). The Borrowers covenant and agree to pay the Revolving Loans in accordance with the terms of this Agreement.

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(ix) Reserves. Anything to the contrary in this Section 2.1(a) notwithstanding, the Administrative Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves. Upon establishment or increase in Reserves, the Administrative Agent agrees to make itself available to discuss the Reserve or increase, and the Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion.

Section 2.2. Swingline Loan Subfacility.

(a) Swingline Commitment. During the Commitment Period, subject to the terms and conditions hereof, the Swingline Lender, in its individual capacity, shall, in reliance upon the agreements of the other Lenders set forth in this Section, make certain Revolving Loans to the Borrowers (each a “Swingline Loan” and, collectively, the “Swingline Loans”) for the purposes hereinafter set forth; provided, however, the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Committed Amount, the aggregate Revolving Credit Outstandings shall not exceed the Revolving Committed Amount then in effect the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan and Swingline Loans shall reduce availability under the Revolving Facility on a dollar-for-dollar basis. Swingline Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof.

(b) Swingline Loan Borrowings.

(i) Notice of Borrowing and Disbursement. Upon receiving a Notice of Borrowing from the Borrower Representative not later than 12:00 Noon, on any Business Day requesting that a Swingline Loan be made, the Swingline Lender will make Swingline Loans available to the Borrowers on the same Business Day such request is received by the Administrative Agent. Swingline Loan borrowings hereunder shall be made in minimum amounts of $100,000 (or the remaining available amount of the Swingline Committed Amount if less) and in integral amounts of $100,000 in excess thereof; provided, however, that this shall not apply if Swingline Loans are made automatically pursuant to a credit sweep in accordance with the Swingline Lender’s treasury management system, if available.

(ii) Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the Maturity Date, but in no event will be outstanding for more than ten (10) Business Days. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrowers and the Administrative Agent, demand repayment of its Swingline Loans by way of a Revolving Loan borrowing, in which case the Borrowers shall be deemed to have requested a Revolving Loan borrowing in the amount of such Swingline Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of the Maturity Date, the occurrence of any Bankruptcy Event, upon acceleration of the Obligations hereunder, whether on account of a Bankruptcy Event or any other Event of Default, and the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the amount and in the manner specified in the preceding sentence on the date such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 Noon, on the Business Day next succeeding the date

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such notice is received notwithstanding the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, whether any conditions specified in Section 4.2 are then satisfied, whether a Default or an Event of Default then exists, failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), the date of such Mandatory Swingline Borrowing, or any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of an Insolvency Proceeding), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from the Swingline Lender such Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective Participation Interest is purchased, and (y) at the time any purchase of a Participation Interest pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such Participation Interest, at the rate equal to the Base Rate Loans in effect for such day plus the Applicable Margin. The Borrowers shall have the right to repay the Swingline Loan in whole or in part from time to time in accordance with Section 2.6(a).

(c) Interest on Swingline Loans. Subject to the provisions of Section 2.7, each Swingline Loan shall bear interest until maturity (whether by acceleration or otherwise) at a rate per annum equal to (x) the rate per annum for Base Rate Loans from time to time in effect or (y) the Swingline Lender’s Quoted Rate (computed on the basis of a year of 360 days for the actual number of days elapsed).

(d) Swingline Lender’s Quoted Rate. At the time a Borrower requests a Swingline Loan, the Swingline Lender may, in its discretion, quote an interest rate to such Borrower at which the Swingline Lender would be willing to make such Swingline Loan available to such Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swingline Lender’s Quoted Rate”). The Borrowers acknowledge and agree that the interest rate quote is given for immediate and irrevocable acceptance. If the applicable Borrower does not so immediately accept the Swingline Lender’s Quoted Rate for the full amount requested by such Borrower for such Swingline Loan, the Swingline Lender’s Quoted Rate shall be deemed immediately withdrawn. If the Swingline Lender’s Quoted Rate is not accepted or otherwise does not apply, such Swingline Loan shall bear interest at the rate per annum for Base Rate Loans as from time to time in effect.

(e) Swingline Loan Note; Covenant to Pay. The Swingline Loans shall be evidenced by this Agreement and, upon request of the Swingline Lender, by a duly executed promissory note of the Borrowers in favor of the Swingline Lender in the original amount of the Swingline Committed Amount and substantially in the form of Exhibit 2.2(d). The Borrowers covenant and agree to pay the Swingline Loans in accordance with the terms of this Agreement.

Section 2.3. Letter of Credit Subfacility.

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(a) General. Subject to the terms and conditions set forth herein, the Borrower Representative may request an LC Issuer, and such LC Issuer agrees, to issue Letters of Credit in Dollars (or any other current agreed to by the applicable LC Issuer) an amount for such LC Issuer not to exceed its Letter of Credit Sublimit and, in an aggregate principal amount at any time outstanding not to exceed, the Letter of Credit Sublimit for any Borrower’s account in a form reasonably acceptable to the Administrative Agent and the LC Issuer, at any time and from time to time from the Closing Date until the Letter of Credit Expiration Date. Each LC Issuer shall have no obligation to issue, and the Borrowers shall not request the issuance of, any Letter of Credit at any time if after giving effect to such issuance, the aggregate LC Obligations would exceed the Letter of Credit Sublimit, the total Revolving Exposure would exceed the Revolving Committed Amount or the LC Obligations owed to such LC Issuer would exceed its Letter of Credit Sublimit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower with, the LC Issuer relating to any Letter of Credit (all such forms of letter of credit applications or other agreements, together with each Letter of Credit Issuance Request and each Letter of Credit, collectively, the “LC Documents”), the terms and conditions of this Agreement shall control. Notwithstanding anything to the contrary in this Section 2.3 or elsewhere in this Agreement, the LC Issuer shall not be obligated to issue, amend, renew or extend any Letter of Credit at a time when a Lender is a Defaulting Lender unless the LC Issuer has entered into arrangements satisfactory to it pursuant to Section 2.20(a)(iv).

(b) Request for Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit, the Borrower Representative shall deliver by certified mail or transmit by facsimile, electronic mail or other electronic communication acceptable to the LC Issuer a Letter of Credit Issuance Request to the LC Issuer and the Administrative Agent not later than 11:00 a.m., on the third Business Day preceding the requested date of issuance, amendment, renewal or extension (or such later date and time as is acceptable to the LC Issuer).

A request for an initial issuance of a Letter of Credit shall specify in form and detail reasonably satisfactory to the LC Issuer:

(i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day);

(ii) the face amount and currency thereof, provided that the LC Issuer shall not be required to issue a Letter of Credit in a currency other than Dollars unless the LC Issuer shall otherwise expressly agree to issue a Letter of Credit in another currency;

(iii) the expiry date thereof (which, except for the Closing Date Letter of Credit, shall not be later than the close of business on the Letter of Credit Expiration Date);

(iv) the name and address of the beneficiary thereof;

(v) any documents to be presented by such beneficiary in connection with any drawing thereunder;

(vi) the full text of any certificate to be presented by such beneficiary in connection with any drawing thereunder; and

(vii) such other matters as the LC Issuer may require.

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A request for an amendment, renewal or extension of any outstanding Letter of Credit shall specify in form and detail reasonably satisfactory to the LC Issuer:

(i) the Letter of Credit to be amended, renewed or extended;

(ii) the proposed date of amendment, renewal or extension thereof (which shall be a Business Day);

(iii) the nature of the proposed amendment, renewal or extension; and

(iv) such other matters as the LC Issuer may require.

If requested by the LC Issuer, the Borrowers also shall submit a letter of credit application on the LC Issuer’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and, upon issuance, amendment, renewal or extension of each Letter of Credit, the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the total Revolving Exposures shall not exceed the total Revolving Commitments and (iii) the conditions set forth in Article IV in respect of such issuance, amendment, renewal or extension shall have been satisfied. Unless the LC Issuer shall agree otherwise, no Letter of Credit shall be in an initial amount less than $50,000.

(c) Expiration Date. Except for the Closing Date Letter of Credit, each Letter of Credit shall expire at or before the close of business on the earlier of the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and the Letter of Credit Expiration Date; provided that this Section 2.3(c) shall not prevent any LC Issuer from agreeing that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each (and, in any case, not to extend beyond the Letter of Credit Expiration Date) unless each such LC Issuer elects not to extend for any such additional period.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the LC Issuer or the Lenders, the LC Issuer hereby irrevocably grants to each Revolving Lender, and each Revolving Lender hereby acquires from the LC Issuer, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the LC Issuer, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by the LC Issuer and not reimbursed by the Borrowers on the date due as provided in Section 2.3(e), or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.3(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit, the occurrence and continuance of a Default or any Event of Default, the failure of any condition set forth in Section 4.2 to be satisfied, or the reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever (so long as such payment shall not cause such Lender’s Revolving Exposure to exceed such Lender’s Revolving Commitment).

(e) Reimbursement.

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(i) If the LC Issuer shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the LC Issuer an amount equal to such LC Disbursement within one Business Day after notice from the LC Issuer that such LC Disbursement has been made; provided that, if the Borrowers do not receive such notice at least two (2) hours prior to the deadline for requesting Extensions of Credit in the form of Revolving Loans, then the Borrowers shall have an additional Business Day to satisfy such reimbursement obligation; provided that the Borrower Representative may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.3(b) that such payment be financed with Revolving Loans that are Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Revolving Loans that are Base Rate Loans.

(ii) If the Borrowers fail to make such payment when due and the amount is not financed pursuant to the proviso to Section 2.3(e)(i) the LC Issuer shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof (expressed in Dollars) and such Revolving Lender’s Applicable Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 12:00 Noon, on such date (or, if such Revolving Lender shall have received such notice later than 12:00 Noon, on any day, not later than 11:00 a.m., on the immediately following Business Day), an amount equal to such Revolving Lender’s Applicable Percentage of the unreimbursed LC Disbursement (the “Unreimbursed Amount”) in the same manner as provided in Section 2.1 with respect to Revolving Loans made by such Revolving Lender, and the Administrative Agent will promptly pay to the LC Issuer the amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the LC Issuer any amounts received by it from the Borrowers pursuant to clause (i) above before the time that any Revolving Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent from any Borrower after the receipt by the LC Issuer of an amount of immediately available funds equal to 100% of all LC Disbursements that were otherwise unreimbursed will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the LC Issuer, as appropriate. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the LC Issuer for any LC Disbursement shall not constitute a Loan, shall not relieve the Borrower of its obligation to reimburse such LC Disbursement and shall be made in Dollars.

(iii) If any Revolving Lender shall not have made its Applicable Percentage of such LC Disbursement available to the Administrative Agent as provided above, the Borrowers and such Revolving Lender severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with the foregoing to but excluding the date such amount is paid, to the Administrative Agent for the account of the LC Issuer at in the case of the Borrowers, the Default Rate and in the case of such Lender, at a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation.

(f) Obligations Absolute. The Reimbursement Obligation of the Borrowers as provided in Section 2.3(e) shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein; any draft or other document presented under a Letter of Credit being proved to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; payment by the LC Issuer under a Letter of Credit against presentation of a draft or other document that fails to comply with the terms of such Letter of Credit; any other fact, event or circumstance

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whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.3, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of any Borrower hereunder; the fact that a Default or Event of Default shall have occurred and be continuing; any material adverse change in the condition (financial or otherwise), results of operations, assets, liabilities (contingent or otherwise), material agreements, Properties, solvency, business, management, prospects or value of any Subsidiary; or any other fact, circumstance or event whatsoever (other than the indefeasible payment in full in cash of such Reimbursement Obligations by the Credit Parties). None of the Administrative Agent, the Lenders, the LC Issuer or any of their Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the LC Issuer; provided that the foregoing shall not be construed to excuse the LC Issuer from liability to any Borrower to the extent of any direct damages (as opposed to consequential, exemplary, special, punitive or other indirect damages, claims in respect of which are hereby waived by each Borrower to the extent permitted by applicable Laws) suffered by any Borrower that are caused by the LC Issuer’s bad faith or failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of bad faith, gross negligence or willful misconduct on the part of the LC Issuer (as determined by a non-appealable judgment of a court of competent jurisdiction), the LC Issuer shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the LC Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. The LC Issuer shall not have any duties or obligations except those expressly set forth in this Agreement. The LC Issuer shall not be liable for any action taken or not taken by it in the absence of its own bad faith, gross negligence or willful misconduct (as determined by a non-appealable judgment of a court of competent jurisdiction). The LC Issuer shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The LC Issuer also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The LC Issuer may consult with legal counsel (who may be counsel for any Credit Party) and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel or experts.

(g) Disbursement Procedures. The LC Issuer shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The LC Issuer shall promptly give written notice to the Administrative Agent and the Borrowers of such demand for payment and whether the LC Issuer has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve any Borrower of its Reimbursement Obligation to the LC Issuer and the Revolving Lenders with respect to any such LC Disbursement (other than with respect to the timing of such Reimbursement Obligation set forth in Section 2.3(e)(i).

(h) Interim Interest. If the LC Issuer shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date specified in Section 2.3(e), the unpaid amount thereof shall bear interest payable on demand, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the Default Rate. Interest accrued pursuant to this Section 2.3(h) shall be for the account of the LC Issuer,

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except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 2.3(e) to reimburse the LC Issuer shall be for the account of such Lender to the extent of such payment.

(i) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrowers receive notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this Section 2.3(i), the Borrowers shall deposit in the LC Account, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash equal to 102% of the LC Exposure as of such date plus any accrued and unpaid interest and fees thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of a Bankruptcy Event. Funds in the LC Account shall be applied by the Administrative Agent to reimburse the LC Issuer for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of outstanding Reimbursement Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the Borrowers within five Business Days after all Events of Default have been cured or waived.

(j) Additional LC Issuers. The Borrower Representative may, at any time and from time to time, designate one or more additional Revolving Lenders to act as an LC Issuer under the terms of this Agreement, with the consent of each of the Administrative Agent (which consent shall not be unreasonably withheld), the LC Issuer (which consent shall not be unreasonably withheld) and such Revolving Lender(s). Any Revolving Lender designated as an LC Issuer pursuant to this Section 2.3(j) shall be deemed (in addition to being a Revolving Lender) to be the LC Issuer with respect to Letters of Credit issued or to be issued by such Revolving Lender, and all references herein and in the other Credit Documents to the term “LC Issuer” shall, with respect to such Letters of Credit, be deemed to refer to such Revolving Lender in its capacity as LC Issuer, as the context shall require.

(k) Reporting. Each LC Issuer will report in writing to the Administrative Agent (i) on the first Business Day of each calendar month, the aggregate face amount of Letters of Credit issued by it and outstanding as of the last Business Day of the preceding calendar month (and on such other dates as the Administrative Agent may request), (ii) on or prior to each Business Day on which such LC Issuer expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance or amendment, and the aggregate face amount of Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and such LC Issuer shall advise the Administrative Agent on such Business Day whether such issuance, amendment, renewal or extension occurred and whether the amount thereof changed), (iii) on each Business Day on which such LC Issuer makes any LC Disbursement, the date and amount of such LC Disbursement and (iv) on any Business Day on which the Borrowers fail to reimburse an LC Disbursement required to be reimbursed to such LC Issuer on such day, the date and amount of such failure.

(l) Resignation or Removal of the LC Issuer. Any LC Issuer may resign as LC Issuer hereunder at any time upon at least 10 days’ prior written notice to the Lenders, the Administrative Agent and the Borrowers. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower Representative (which such consent shall not be unreasonably withheld), to appoint a successor LC Issuer; provided that no such consent of the Borrower Representative shall be required if a Payment Event of Default or a Bankruptcy Event has occurred and is continuing. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring LC Issuer gives notice of its resignation, then the retiring LC Issuer may, on behalf of the Lenders and the LC Issuer, appoint a successor LC Issuer which shall be a commercial banking institution organized

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under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $500,000,000, or an Affiliate of any such institution, or another entity satisfactory to the Required Lenders and the Borrowers; provided that no such consent of the Borrowers shall be required if an Event of Default has occurred and is continuing. The Administrative Agent shall notify the Lenders of any such replacement of the LC Issuer or any such additional LC Issuer. At the time any such resignation or replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced LC Issuer pursuant to Section 2.4(c). From and after the effective date of any such resignation or replacement or addition, as applicable, (i) such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring LC Issuer, and the retiring LC Issuer shall be discharged from its duties and obligations under the Credit Documents (if not already discharged therefrom as provided in this Section 2.3), (ii) the successor LC Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the retiring LC Issuer with respect to such Letters of Credit and (iii) references herein and in the other Credit Documents to the term “LC Issuer” shall be deemed to refer to such successor or such addition or to any previous LC Issuer, or to such successor or such addition and all previous LC Issuers, as the context shall require. After the resignation or replacement of an LC Issuer hereunder, the replaced LC Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an LC Issuer under this Agreement with respect to Letters of Credit issued by it before such resignation or replacement, but shall not be required to issue additional Letters of Credit. If at any time there is more than one LC Issuer hereunder, the Borrower Representative may, in its discretion, select which LC Issuer is to issue any particular Letter of Credit. Without limiting the foregoing or any obligation of any Lender pursuant to Sections 2.3(d) or (e), in the event no such successor has been appointed at the end of such 10-day period in accordance with this Section 2.3, (i) the LC Issuer may notify the Borrowers and the Lenders that no qualifying Person has either been appointed or accepted such appointment, and that such resignation shall nonetheless become effective in accordance with such notice and the retiring LC Issuer shall be discharged from its duties and obligations hereunder (including the duty and obligation to issue any additional Letters of Credit after the giving of such notice) and under the other Credit Documents and (ii) the LC Issuer shall be entitled to apply cash collateral, if any, that was deposited in the LC Account in accordance with Section 2.3(i) in an amount in cash up to 102% of the LC Exposure of the retiring LC Issuer as of such date (or make other arrangements reasonably satisfactory to the retiring LC Issuer) to be held by the retiring LC Issuer in an account specified by the retiring LC Issuer as collateral for the payment and performance obligations arising under such Letters of Credit and the retiring LC Issuer shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account.

(m) Other. The LC Issuer shall be under no obligation to issue any Letter of Credit if:

(i) any order of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the LC Issuer from issuing such Letter of Credit, or any Law applicable to the LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the LC Issuer shall prohibit, or request that the LC Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the LC Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the LC Issuer deems material to it;

(ii) the issuance of such Letter of Credit would violate one or more policies of general application of the LC Issuer;

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(iii) except as otherwise agreed by the LC Issuer in its sole discretion, the Letter of Credit (x) is to be denominated in a currency other than Dollars or (y) is a commercial letter of credit; or

(iv) any Lender is at that time a Defaulting Lender, unless the Borrowers have complied with the requirements of Section 2.20.

The LC Issuer shall be under no obligation to amend any Letter of Credit if (A) the LC Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

Section 2.4. Fees.

(a) Commitment Fee. Subject to Section 2.20, in consideration of the Revolving Commitments, the Borrowers agree to pay to the Administrative Agent, for the ratable benefit of the Revolving Lenders, a commitment fee (the “Commitment Fee”) in an amount equal to the Commitment Fee Percentage on the average daily unused amount of the Maximum Revolver Amount. The Commitment Fee shall be calculated semi‑annually in arrears and accrue from the Closing Date. For purposes of computation of the Commitment Fee, Swingline Loans shall be considered usage of the Maximum Revolver Amount. The Commitment Fee shall be payable semi‑annually in arrears on the last Business Day of each June and December.

(b) Administrative Agent Fees. The Borrowers agree to pay to the Administrative Agent the fees each as described in the Fee Letter.

(c) Letter of Credit Fees. The Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender (subject, in the case of a Defaulting Lender, to any restrictions on such payment in Section 2.20(a)(iv)) a standby Letter of Credit fee (the “Standby Letter of Credit Fee”) equal to 2.00% per annum on the undrawn amount of each outstanding standby Letter of Credit (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and any LC Issuer for its own account a fronting fee (the “Fronting Fee”), which shall accrue at the rate of 0.125% per annum (or such other rate per annum as the LC Issuer and Borrowers may agree upon from time to time) on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) attributable to Letters of Credit issued by such LC Issuer during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such LC Issuer’s customary fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued Standby Letter of Credit Fees shall be payable in arrears on the last Business Day of each fiscal quarter, commencing on the first such date to occur after the Closing Date, and on the date on which the Revolving Commitments terminate. Accrued Fronting Fees shall be payable in arrears on the last Business Day of each month, commencing on the first such date to occur after the Closing Date, and on the date on which the Revolving Commitments terminate. Any Fronting Fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any LC Issuer pursuant to this Section 2.4(c) shall be payable within five Business Days after demand therefor. All Fronting Fees and Standby Letter of Credit Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Section 2.5. Commitment Terminations or Reductions.

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(a) Voluntary Terminations or Reductions. (i) The Borrowers shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time upon not less than three (3) Business Days’ prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that no such reduction or termination shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the aggregate Revolving Credit Outstandings shall exceed the aggregate Revolving Committed Amount, as reduced; provided, further, that, any notice of termination or reduction may state that such notice is conditioned upon the consummation of a refinancing whereby all of the Obligations shall be paid in full or other transaction, in which case such notice may be revoked by the Borrower Representative (by written notice to Administrative Agent on or prior to the date of termination or reduction stated in the termination or reduction notice) if such condition is not satisfied.

(ii) Early Termination Fee: If the Borrowers shall voluntarily repay in full and terminate the Revolving Facility and all Revolving Commitments, it shall pay an early termination fee (the “Early Termination Fee”) equal to (x) (a) if such voluntary repayment and termination occurs after the Closing Date but on or prior to the first anniversary of the Closing Date, 2% of the Maximum Revolver Amount, (b) if such voluntary repayment and termination occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, 1% of the Maximum Revolver Amount and (c) if such voluntary repayment and termination occurs after the second anniversary of the Closing Date, 0% of the Maximum Revolver Amount. Notwithstanding anything herein to the contrary, if the Parent or any of its Affiliates elects to increase the Revolving Commitments pursuant to Section 2.19 (and all conditions thereof would have been satisfied) and the Lenders elect not to participate in such Revolving Facility Increase, the Parent may then elect to repay in full and terminate the Revolving Facility and all Revolving Commitments, and provided that the new loan facility replacing the Revolving Facility has a commitment of at least 110% of the Maximum Revolver Amount and is on the same or better terms than the Revolving Facility (as reasonably determined by the Administrative Agent), then and only in such event, the Borrowers shall pay 50% of the then applicable Early Termination Fee (if any). For the avoidance of doubt, it is understood and agreed that Loans which are prepaid without a permanent reduction in the Revolving Commitment shall not be subject to any prepayment premium (including the Early Termination Fee).

(b) Letter of Credit Sublimit. If the Revolving Committed Amount is reduced below the then current Letter of Credit Sublimit, the Letter of Credit Sublimit shall be reduced by an amount such that the Letter of Credit Sublimit equals the Revolving Committed Amount.

(c) Swingline Committed Amount. If the Revolving Committed Amount is reduced below the then current Swingline Committed Amount, the Swingline Committed Amount shall automatically be reduced by an amount such that the Swingline Committed Amount equals the Revolving Committed Amount.

(d) Maturity Date. The Revolving Commitments and the Swingline Commitment shall automatically terminate on the Maturity Date.

Section 2.6. Prepayments.

(a) Optional Prepayments and Repayments. The Borrowers may prepay in whole or in part (but, if in part, then: (i) if such Borrowing is of Base Rate Loans, in an amount not less than $100,000, (ii) if such Borrowing is of SOFR Loans, in an amount not less than $500,000, and (iii) in each case, in an amount

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such that the minimum amount required for a Borrowing pursuant to Section 2.1(b)(iv) remains outstanding) upon not less than three (3) Business Days prior notice by the Borrowers to the Administrative Agent in the case of any prepayment of a Borrowing of SOFR Loans and notice delivered by the Borrowers to the Administrative Agent no later than 10:00 a.m. on the date of prepayment in the case of a Borrowing of Base Rate Loans (or, in any case, such shorter period of time then agreed to by the Administrative Agent), such prepayment to be made by the payment of the principal amount to be prepaid and, in the case of any SOFR Loans or Swingline Loans, accrued interest thereon to the date fixed for prepayment. To the extent the Borrowers elect to repay the Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans and/or Swingline Loans, as applicable, of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. All prepayments under this Section shall without premium or penalty other than pursuant to Section 2.9. Interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder and include interest accrued to the date of prepayment.

(b) Mandatory Prepayments.

(i) Revolving Committed Amount. If at any time after the Closing Date, the sum of the aggregate Revolving Credit Outstandings shall exceed the Revolving Committed Amount (any such deficiency, an “Overadvance”), the Borrowers shall within 3 Business Days (unless such results from the consummation of Permitted Receivables Financing, then such mandatory prepayment shall occur on the date of the closing of such Permitted Receivables Financing) prepay the Revolving Loans and/or Swingline Loans or Cash Collateralize LC Obligations in an aggregate amount sufficient to eliminate such excess (such prepayment to be applied as set forth in clause (ii) below); provided, however, if such Overadvance results from the Administrative Agent excluding Eligible Accounts solely based on its Permitted Discretion and based on no other exclusion(s) in clauses (a) through (aa) of the definition of Eligible Accounts, or from the Administrative Agent reducing the advance rate pursuant to the definition of “Borrowing Base” and, in either or both cases, such exclusion(s) or reduction to the advance rate results in an Overadvance of at least $10,000,000 or more, then the Borrowers shall have 30 days to prepay the Revolving Loans and/or Swingline Loans or Cash Collateralize LC Obligations in an aggregate amount sufficient to eliminate such excess (such prepayment to be applied as set forth in clause (ii) below) .

(ii) Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section shall be applied, with respect to all amounts prepaid pursuant to clause (i) above, first to outstanding unreimbursed LC Disbursements that have not been funded by the Revolving Lenders, second to the outstanding Swingline Loans, third ratably to the outstanding Revolving Loans and LC Disbursements funded by Revolving Lenders and fourth ratably to Cash Collateralize outstanding Letters of Credit. All prepayments under this Section shall be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty other than pursuant to Section 2.6(b).

(c) Bank Product Obligations Unaffected. Any repayment or prepayment made pursuant to this Section 2.6 shall not affect the Borrowers’ obligation to continue to make payments under any Bank Product, which shall remain in full force and effect notwithstanding such repayment or prepayment, subject to the terms of such Bank Product.

Section 2.7. Default Rate and Payment Dates.

(a) Upon the occurrence and during the continuance of a Bankruptcy Event or a Payment Event of Default, the Obligations owing hereunder or under the other Credit Documents shall automatically bear interest at a rate per annum which is equal to the Default Rate and any Event of Default resulting from a

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financial reporting requirement or breach of a covenant pursuant to Section 7.1(c), at the option of the Required Lenders by written notice to the Parent, the Obligations owing hereunder or under the other Credit Documents shall automatically bear interest, at a per annum rate which is equal to the Default Rate, in each case from the date of such Event of Default until such Event of Default is waived in accordance with Section 9.1. Any default interest owing under this (a) shall be due and payable on the earlier to occur of (x) demand by the Administrative Agent (which demand the Administrative Agent shall make if directed by the Required Lenders) and (y) the Maturity Date.

(b) Interest on each Loan shall be payable in arrears on each Interest Payment Date; provided that interest accruing pursuant to paragraph (a) of this Section shall be payable from time to time on demand as provided therein.

Section 2.8. Applicable Interest Rates.

Except on any day in which the Default Rate has been imposed under Section 2.7(a):

(a) Base Rate Loans. Each Base Rate Loan made or maintained by a Lender shall bear interest (computed on the unpaid principal amount thereof from the date such Base Rate Loan is advanced, or created by conversion from a SOFR Loan, until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect, payable by the Borrowers on each Interest Payment Date and at maturity (whether by acceleration or otherwise). All computations of interest for Base Rate Loans when (i) the Base Rate is based upon Term SOFR shall be on the basis of a year of 360 days and the actual days elapsed and (ii) the Base Rate is not based upon Term SOFR shall be on the basis of a year of 365 or 366, as the case may be, and the actual number of days elapsed.

(b) SOFR Loans. Each SOFR Loan made or maintained by a Lender shall bear interest during each Interest Period it is outstanding (computed on the basis of a year of 360 days and actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced or continued, or created by conversion from a Base Rate Loan, until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of the Applicable Margin plus the Term SOFR applicable to such Interest Period, payable by the Borrowers on each Interest Payment Date and at maturity (whether by acceleration or otherwise).

(c) Rate Determinations. The Administrative Agent shall determine each interest rate applicable to the Loans and the LC Disbursements hereunder, and its determination thereof shall be conclusive and binding except in the case of manifest error. In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document. The Administrative Agent will promptly notify the Borrowers and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

(d) Usury. It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this subsection which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, and in no event or contingency (including, but not limited to, prepayment or acceleration of the maturity of any Obligation), shall the interest taken, reserved, contracted for, charged, or received under this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If a court of competent jurisdiction shall, in a final determination, deem applicable interest paid to have

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been in excess of the maximum nonusurious amount, then such excess amount shall be subject to the provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans (as determined by a court of competent jurisdiction in a final determination) under applicable law and which would, apart from this provision, be in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrowers or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such Indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

Section 2.9. Funding Indemnity.

If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re‑employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR Loan or Swingline Loan bearing interest at the Swingline Lender’s Quoted Rate or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of:

(a) If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re‑employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR Loan or Swingline Loan bearing interest at the Swingline Lender’s Quoted Rate or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of,

(b) any failure (because of a failure to meet the conditions of Section 4 or otherwise) by the Borrower to borrow or continue a SOFR Loan or such Swingline Loan, or to convert a Base Rate Loan into a SOFR Loan or such Swingline Loan on the date specified in a notice given pursuant to Section 2.1(b) or 2.2(b),

(c) any failure by the Borrower to make any payment of principal on any SOFR Loan or such Swingline Loan when due (whether by acceleration or otherwise), or

(d) any acceleration of the maturity of a SOFR Loan or such Swingline Loan as a result of the occurrence of any Event of Default hereunder

then, upon the demand of such Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be conclusive absent manifest error.

Section 2.10. Pro Rata Treatment and Payments.

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(a) Allocation of Payments Prior to Exercise of Remedies. Each borrowing of Revolving Loans and any reduction of the Revolving Commitments (other than the reduction of Revolving Commitments increased pursuant to a Revolving Facility Increase pursuant to Section 2.5(a)) shall be made pro rata according to the respective Revolving Commitment Percentages of the Revolving Lenders. Unless otherwise required by the terms of this Agreement, each payment under this Agreement shall be applied, first, to any fees then due and owing by the Borrowers pursuant to Section 2.4, second, to interest then due and owing hereunder of the Borrowers and, third, to principal then due and owing hereunder and under this Agreement of the Borrowers. Each payment on account of any fees pursuant to Section 2.4 shall be made pro rata in accordance with the respective amounts due and owing. Each optional repayment and prepayment by the Borrowers on account of principal of and interest on the Revolving Loans shall be applied to such Revolving Loans on a pro rata basis and, to the extent applicable, in accordance with the terms of Section 2.6(a) hereof. Each mandatory prepayment on account of principal of the Loans shall be applied to such Loans, as applicable, on a pro rata basis and, to the extent applicable, in accordance with Section 2.6(b). All payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees shall be made without defense, set-off or counterclaim and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified on Section 9.2 in immediately available funds not later than 1:00 P.M. on the date when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

(b) Allocation of Payments After Exercise of Remedies. Notwithstanding any other provisions of this Agreement to the contrary, after the exercise of remedies (other than the application of default interest pursuant to Section 2.7) by the Administrative Agent or the Lenders pursuant to Section 7.2 (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms of such Section), all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows (irrespective of whether the following costs, expenses, fees, interest, premiums, scheduled periodic payments or Obligations are allowed, permitted or recognized as a claim in any proceeding resulting from the occurrence of a Bankruptcy Event):

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents;

SECOND, to the payment of any fees owed to the Administrative Agent;

THIRD, to the payment of all of the Obligations consisting of accrued fees and interest, and including, with respect to any Bank Product, any fees, premiums and scheduled periodic payments due under such Bank Product and any interest accrued thereon;

FOURTH, to the payment of the outstanding principal amount of the Obligations, and including with respect to any Bank Product, any breakage, termination or other payments due under such Bank Product and any interest accrued thereon;

FIFTH, to Cash Collateralize the outstanding LC Obligations;

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SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and

SEVENTH, to the payment of the surplus, if any, to the Borrowers or whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders and any Bank Product Provider shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender or the outstanding obligations payable to such Bank Product Provider bears to the aggregate then outstanding Loans and obligations payable under all Bank Products) of amounts available to be applied pursuant to clauses “THIRD”, and “SIXTH” above. Amounts distributed with respect to any Bank Product Debt shall be the last Bank Product Amount reported to the Administrative Agent; provided that any such Bank Product Provider may provide an updated Bank Product Amount to the Administrative Agent prior to payments made pursuant to this Section. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Bank Product Provider. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the Bank Product Amount last reported to the Administrative Agent.

Section 2.11. Non-Receipt of Funds by the Administrative Agent.

(a) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender prior to (or, in the case of a Borrowing of Base Rate Loans, by 1:00 p.m. on) the date on which such Lender is scheduled to make payment to the Administrative Agent of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does not intend to make such payment, the Administrative Agent may assume that such Lender has made such payment when due and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to the Borrowers the proceeds of the Loan to be made by such Lender and, if any Lender has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, pay to the Administrative Agent the amount made available to the Borrowers attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrowers and ending on (but excluding) the date such Lender pays such amount to the Administrative Agent at a rate per annum equal to: (i) from the date the related advance was made by the Administrative Agent to the date two (2) Business Days after payment by such Lender is due hereunder, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day. If such amount is not received from such Lender by the Administrative Agent immediately upon demand, the Borrowers will, on demand, repay to the Administrative Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a Loan under Section 2.9 so that the Borrowers will have no liability under such Section with respect to such payment. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(b) Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower Representative prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrowers will not

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make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to: (i) from the date the related advance was made by the Administrative Agent to the date two (2) Business Days after payment by such Lender is due hereunder, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day. A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under subsections (a) and (b) of this Section shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Extension of Credit set forth in Article IV are not satisfied or waived in accordance with the terms thereof, the Administrative Agent shall return within one Business Day following the written request of such Lender such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Revolving Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.5(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment under Section 9.5(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.5(c).

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Section 2.12. Change of Law

. Notwithstanding any other provisions of this Agreement or any other Credit Document, if at any time any Change in Law or regulation or in the interpretation thereof makes it unlawful for any Lender to make or continue to maintain any SOFR Loans or to perform its obligations as contemplated hereby, such Lender shall promptly give notice thereof to Borrowers and such Lender’s obligations to make or maintain SOFR Loans under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain SOFR Loans. Borrowers shall prepay on demand the outstanding principal amount of any such affected SOFR Loans, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement; provided, that, subject to all of the terms and conditions of this Agreement, Borrowers may then elect to borrow the principal amount of the affected SOFR Loans from such Lender by means of Base Rate Loans from such Lender, which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender and which shall be determined without reference to clause (c) of the definition of “Base Rate”. Upon any such repayment, the Borrowers shall also pay any additional amounts required pursuant to Section 2.9.

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Section 2.13. Yield Protection.

(a) Increased Costs Generally. If any Change in Law shall:

(i) shall subject any Lender (or its Lending Office) or the LC Issuer to any tax, duty or other charge with respect to its SOFR Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make SOFR Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Lender (or its Lending Office) or the LC Issuer of the principal of or interest on its SOFR Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Credit Document in respect of its SOFR Loans, Letter(s) of Credit, any participation therein, any LC Disbursement owed to it, or its obligation to make SOFR Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Lender or its Lending Office or the LC Issuer imposed by the jurisdiction in which such Lender’s or the LC Issuer’s principal executive office or Lending Office is located);

(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the FRB) or the LC Issuer or shall impose on any Lender (or its Lending Office) or the L/C Issuer or on the interbank market any other condition affecting its SOFR Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any LC Disbursement owed to it, or its obligation to make SOFR Loans, or to issue a Letter of Credit, or to participate therein;

and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) or the LC Issuer of making or maintaining any SOFR Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) or the LC Issuer under this Agreement or under any other Credit Document with respect thereto, by an amount deemed by such Lender or LC Issuer to be material, then, within 15 days after demand by such Lender or LC Issuer (with a copy to Administrative Agent), Borrower shall be obligated to pay to such Lender or LC Issuer such additional amount or amounts as will compensate such Lender or LC Issuer for such increased cost or reduction.

(b) Capital and Liquidity Requirements. If any Lender or the LC Issuer determines that any Change in Law affecting such Lender or LC Issuer or any lending office of such Lender or such Lender’s or LC Issuer’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or LC Issuer capital or on the capital of such Lender’s or LC Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the LC Issuer, to a level below that which such Lender or LC Issuer or such Lender’s or LC Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or LC Issuer’s policies and the policies of such Lender’s or L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or LC Issuer or such Lender’s or LC Issuer’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or LC Issuer setting forth the amount or amounts necessary to compensate such Lender or LC Issuer or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or LC Issuer, as the case may be, the amount shown as due on any such certificate within fifteen (15) Business Days after receipt thereof.

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(d) Delay in Requests. Failure or delay on the part of any Lender or LC Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or LC Issuer’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or L/C Issuer pursuant to this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or LC Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or LC Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine‑month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 2.14. Effect of Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document:

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(b) Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document.

(c) Notice; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.14. and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.14.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate)

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and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the administration of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Section 2.15. Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under any Credit Document shall be made free and clear of and without reduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender (or each of its beneficial owners) or other recipient, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made.

(b) Payment of Other Taxes by the Borrowers. The Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) Indemnification by the Borrowers. The Credit Parties shall, within 10 days after written demand therefor, indemnify the Administrative Agent, each Lender and any other recipient of any payment to be made by or on account of any obligation of any Credit Party under any Credit Document for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent, such Lender (or its beneficial owners) or such other recipient, and any reasonable and documented out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or

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liability delivered to the Borrowers by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) Indemnification of the Administrative Agent. Each Lender shall indemnify the Administrative Agent for the full amount of any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.6(d) relating to the maintenance of a Participant Register, and Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document against any amount due to the Administrative Agent under this paragraph (d).

(e) Evidence of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 2.15, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f) Status of Lenders. Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any Credit Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrower Representative or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or as reasonably requested by the Borrower Representative or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Representative or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.15(f)(i), 2.15(f)(ii) (A)-(D), and Section 2.15(f)(iv) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

Without limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person,

(i) any Lender that is a U.S. Person shall deliver to such Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent), executed originals of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding;

(ii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent), whichever of the following is applicable:

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(A) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, executed originals of Internal Revenue Service Form W-8BEN or, as applicable, Internal Revenue Service Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, Internal Revenue Service Form W-8BEN or, as applicable, Internal Revenue Service Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federally withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(B) executed originals of Internal Revenue Service Form W-8ECI;

(C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service Form W-8BEN; or, as applicable, Internal Revenue Service Form W-8BEN-E; and

(D) to the extent a Foreign Lender is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY, accompanied by an Internal Revenue Service Form W-8ECI, W-8BEN, (or, as applicable, W-8BEN-E), a U.S. Tax Compliance Certificate, substantially in the form of Exhibit F-2 or Exhibit F-3, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner; or

(iii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(iv) if a payment made to a Lender under any Credit Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to such Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by such Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Borrower or the Administrative Agent as may be necessary for such

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Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

(g) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.15 (including additional amounts paid by any Credit Party pursuant to this Section 2.15), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.15 with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of the indemnified party, shall repay such indemnified party the amount paid over pursuant to this Section 2.15(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the Administrative Agent or any Lender be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts in respect of such Tax had never been paid. This paragraph shall not be construed to require or any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Defined Terms. For purposes of this Section 2.15, the term “applicable law” includes FATCA.

(i) Survival. Each party’s obligations under this Section 2.15 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document.

Section 2.16. Inability to Determine Rates

. Subject to Section 2.14, if, on or prior to the first day of any Interest Period for any SOFR Loan:

(a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or

(b) the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent,

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then the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or continue SOFR Loans shall be suspended (to the extent of the affected SOFR Loans and, in the case of a SOFR Loan, the affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans and, in the case of a SOFR Loans, the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans immediately or, in the case of a SOFR Loans, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to Section 2.9

Section 2.17. Discretion of Lender as to Manner of Funding

. Notwithstanding any other provision of this Agreement, each Lender shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder with respect to SOFR Loans shall be made as if each Lender had actually funded and maintained each SOFR Loan through the purchase of deposits in the interbank SOFR market having a maturity corresponding to such Loan’s Interest Period, and bearing an interest rate equal to Term SOFR for such Interest Period.

Section 2.18. Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 2.13, or requires the Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Sections 2.12 or 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.13 or Sections 2.12 or 2.15, as the case may be, in the future and would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 2.13 or 2.15, the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12 or 2.15 (and, in the case of clauses (A) and (B), the Lender has declined or is unable to designate a different lending office in accordance with Section 2.18(a)), any Lender becomes a Defaulting Lender or any Lender fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof or of any other Credit Document that requires the unanimous approval of all of the Lenders, the approval of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section 9.1, so long as the consent of the Required Lenders or such other required class of Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.6), all

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of its interests, rights (other than its existing rights to payments pursuant to Section 2.13 or Section 2.12 or 2.15) and obligations under this Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(ii) the Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.6;

(iii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);

(iv) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter;

(v) such assignment does not conflict with applicable law; and

(vi) if any Lender fails to execute such assignment in accordance with the terms hereof within 5 days of request therefor by any Borrower, such Lender shall be deemed to have executed such assignment and assigned its Loans and Revolving Commitments hereunder to the applicable Eligible Assignee and such assignment shall be recorded in the Register and any Notes held by such Lender shall be deemed to be canceled upon the effectiveness of such assignment and payment in full at par all Revolving Loans owed to such assigning Lender, together with accrued and unpaid interest and fees and Cash Collateralizing such Lender’s pro rata share of all outstanding LC Obligations at such time.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Section 2.19. Revolving Facility Increases.

(a) General Terms. Subject to the terms and conditions set forth herein, the Borrowers may request, at any time after the Closing Date and from time to time until the Maturity Date, to increase the Revolving Committed Amount (each such increase, a “Revolving Facility Increase” and the loans permitted to be drawn under such Revolving Facility Increase, “Incremental Revolving Loans”) by an aggregate principal amount not to exceed $150,000,000 (the “Incremental Increase Amount”) which shall be subject to the approval of each Lender in its sole discretion.

(b) Terms and Conditions. The following terms and conditions shall apply to any Revolving Facility Increase: no Default or Event of Default shall exist immediately prior to or after giving effect to such Revolving Facility Increase; provided that, in connection with a Limited Condition Acquisition, at the election of any Borrower, this condition shall be limited to (x) at the time of the execution and delivery of the definitive acquisition agreements related to such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or result therefrom, and (y) upon the effectiveness of the Revolving Facility Increase and making of any Incremental Revolving Loans on the applicable closing date of such Limited Condition Acquisition, no Payment Event of Default or Bankruptcy Event shall have occurred and be continuing or shall occur as a result thereof, any loans made pursuant to a Revolving Facility Increase

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shall constitute Obligations and will be guaranteed with the other Obligations on a pari passu basis, any Lenders providing such Revolving Facility Increase shall be entitled to the same voting rights as the existing Lenders and shall be entitled to receive proceeds of prepayments on the same terms as the existing Revolving Lenders, any such Revolving Facility Increase shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount of the Incremental Increase Amount, if less), the proceeds of any such Revolving Facility Increase will be used for the purposes set forth in Section 5.12 and the terms of any Revolving Facility Increase will be the same as the terms applicable to the Revolving Facility, the Borrowers shall execute a Note in favor of any new Lender or any existing Lender whose Revolving Commitment is increased pursuant to this Section, in each case, if requested by such Lender, in connection with any incurrence of Incremental Revolving Loans, or establishment of a Revolving Facility Increase, to the extent requested by the Persons holding the applicable Incremental Revolving Loans, the representations and warranties in Article III of this Agreement shall be true and correct in all material respects (without replication of any materiality qualifier) on and as of the date of the incurrence of such Incremental Revolving Loans (although any representations or warranties which expressly relate to a given date or period shall be required only to be true and correct in all material respects (without replication of any materiality qualifier) as of the respective date or for the respective period (provided that in the case of any Incremental Revolving Loans incurred to finance a Limited Condition Acquisition, this condition may be satisfied so long as the Specified Representations and Specified Acquisition Agreement Representations are true and correct in all material respects on the closing date thereof), the other terms and documentation in respect of any Revolving Facility Increase, to the extent not consistent with the Revolving Loans, will be reasonably satisfactory to the Administrative Agent and the Borrowers, the Administrative Agent shall have received upon request of the Administrative Agent, an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and substantially similar to the opinion delivered to the Administrative Agent on the Closing Date, any authorizing corporate documents as the Administrative Agent may reasonably request and if applicable, a duly executed Notice of Borrowing, the maturity date of any Revolving Facility Increase shall be no earlier than the Maturity Date, and shall bear interest at the rate applicable to the Revolving Loans, and the Administrative Agent shall have received from the Borrowers updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Revolving Facility Increase and any borrowings thereunder on the closing date for such Revolving Facility Increase on a Pro Forma Basis, the Credit Parties will be in compliance with the Financial Covenants; provided that, in connection with a Limited Condition Acquisition, at the election of any Borrower, this condition shall solely be tested at the time of the execution and delivery of the definitive acquisition agreements related to such Permitted Acquisition. None of the Swingline Committed Amount or the Letter of Credit Sublimit shall be increased in connection with any Revolving Facility Increase.

(c) Reallocation of Revolving Loans. In connection with the closing of any Revolving Facility Increase, the outstanding Revolving Loans and Participation Interests shall be reallocated by causing such fundings and repayments among the Lenders of Revolving Loans as necessary such that, after giving effect to such Revolving Facility Increase, each Lender will hold Revolving Loans and Participation Interests based on its Revolving Commitment Percentage (after giving effect to such Revolving Facility Increase).

(d) Participation. Participation in any such Revolving Facility Increase may be offered to each of the existing Lenders, but no Lender shall have any obligation to provide all or any portion of any such Revolving Facility Increase. The Borrowers may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) to join this Credit Agreement as Lenders hereunder for any portion of such Revolving Facility Increase; provided that such other banks, financial institutions and investment funds

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shall enter into such lender joinder agreements to give effect thereto as the Administrative Agent may reasonably request.

(e) Amendments. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any such Revolving Facility Increase.

Section 2.20. Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 9.1.

(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Swingline Lender or LC Issuer hereunder; third, as the Borrower Representative may request (so long as no Default exists), to the funding of any Loan or drawing under any Letter of Credit in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fourth, to Cash Collateralize such Defaulting Lender’s Participation Interests in Letters of Credit; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the Revolving Lenders, the LC Issuer or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, LC Issuer or Swingline Lenders against that Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees. (A) No Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender.

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(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s Swingline Exposure and LC Exposure shall automatically (effective on the day such Lender becomes a Defaulting Lender) be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that such reallocation does not cause the aggregate Committed Funded Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment.

(v) Repayment of Swingline Loans and Cash Collateralization of Letters of Credit. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under Law, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and Cash Collateralize Letters of Credit in an amount equal to such Defaulting Lender’s LC Exposure.

(b) Defaulting Lender Cure. If the Borrower Representative, the Administrative Agent, each Swingline Lender, each LC Issuer and each Revolving Lender agree in writing in their sole discretion (acting reasonably) that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Funded Exposure and funded and unfunded participations in Swingline Loans and Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to (a)(iv) of this Section 2.20), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c) Termination of Impacted Lenders. The Borrowers may terminate the unused amount of the Commitment of any Defaulting Lender that is an Impacted Lender upon not less than ten (10) Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of (a)(ii) will apply to all amounts thereafter paid by the Borrowers for the account of such Impacted Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that no Event of Default shall have occurred and be continuing, and such termination shall not be deemed to be a waiver or release of any claim the Borrowers, the Administrative Agent, any LC Issuer, the Swingline Lender or any Lender may have against such Impacted Lender.

Section 2.21. Extension of Commitments.

(a) The Borrowers may at any time and from time to time request that all or a portion of the Revolving Commitments and/or the Extended Revolving Commitments (and, in each case, including any previously extended Revolving Commitments), existing at the time of such request (each, an “Existing Revolving Commitment” and any related revolving credit loans under any such facility, “Existing Revolving Loans”; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an “Existing Revolving Class”) be converted or exchanged to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Revolving Loans related to such Existing Revolving Commitments (any such Existing Revolving Commitments which have been so extended, “Extended Revolving Commitments” and any related revolving credit loans, “Extended Revolving Loans” and any Lender providing such Extended Revolving Commitments or loans, “Extending Lender”) and to provide for other

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terms consistent with this Section 2.21. Prior to entering into any Extension Agreement with respect to any Extended Revolving Commitments, the Borrower Representative shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Commitments, with such request offered equally to all Lenders on a pro rata basis and subject to other procedures established by the Administrative Agent in its reasonable discretion) (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established thereunder, which terms shall be substantially similar to those applicable to the Existing Revolving Commitments from which they are to be extended (the “Specified Existing Revolving Commitment Class”) except that (y) all or any of the final maturity dates of such Extended Revolving Commitments may be delayed to later dates than the final maturity dates of the Existing Revolving Commitments of the Specified Existing Revolving Commitment Class, (z)(A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment premiums with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments of the Specified Existing Revolving Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A); provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (I) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of the Extended Revolving Loans under any Extended Revolving Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Revolving Loans of the Specified Existing Revolving Commitment Class (the mechanics for which may be implemented through the applicable Extension Agreement and may include technical changes related to the borrowing and repayment procedures of the Specified Existing Revolving Commitment Class), (II) and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the assignment and participation provisions set forth herein and (III) permanent repayments of Extended Revolving Loans (and corresponding permanent reduction in the related Extended Revolving Commitments) shall be permitted as may be agreed between the Borrowers and the Lenders thereof. No Lender shall have any obligation to agree to have any of its Revolving Loans or Revolving Commitments of any Existing Revolving Class converted or exchanged into Extended Revolving Loans or Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments of any Extended Revolving Loans shall constitute a separate class of Revolving Commitments from Existing Revolving Commitments of the Specified Existing Revolving Commitment Class and from any other Existing Revolving Commitments (together with any other Extended Revolving Commitments so established on such date), affecting only those Lenders party to the related Extension Agreement.

(b) Extended Revolving Loans and Extended Revolving Commitments shall be established pursuant to an amendment (an “Extension Agreement”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 9.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Revolving Loans and Extended Revolving Commitments established thereby, and in which case shall require the consent of all such Extending Lenders directly or adversely affected thereby) executed by the Credit Parties, the Administrative Agent and the Extending Lenders.

(c) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Revolving Commitment is converted or exchanged to extend the related scheduled maturity date(s) in accordance with paragraph (a) above (an “Extension Date”), in the case of the Existing Revolving Commitments of each Extending Lender under any Specified Existing Revolving Commitment Class, the aggregate principal amount of such Existing Revolving Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Revolving Commitments so converted or exchanged by such Lender on such date (plus any fees, expenses, costs, taxes, premiums or discounts associated therewith), and such Extended Revolving Commitments shall be established as a separate class of Revolving Commitments from the Specified Existing Revolving Commitment Class and from any other

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Existing Revolving Commitments (together with any other Extended Revolving Commitments so established on such date) and (B) if, on any Extension Date, any Existing Revolving Loans of any Extending Lender are outstanding under the Specified Existing Revolving Commitment Class, such Existing Revolving Loans (and any related participations) shall be deemed to be converted or exchanged to Extended Revolving Loans (and related participations) in the same proportion as, and solely to the extent of, such Extending Lender’s Specified Existing Revolving Commitment Class to Extended Revolving Commitments.

(d) In the event that the Administrative Agent determines in its sole discretion that the allocation of the Extended Revolving Commitments of a given Extension Series, in each case to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an Revolving Extension Request timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Agreement, then the Administrative Agent, the Borrowers and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Credit Documents (each, a “Corrective Extension Agreement”) within 15 days following the effective date of such Extension Agreement, as the case may be, which Corrective Extension Agreement shall (i) provide for the conversion or exchange and extension of the Existing Revolving Commitments or Extended Revolving Commitments, as the case may be, in such amount as is required to cause such Lender to hold Extended Revolving Commitments (and related revolving credit exposure) of the applicable Extension Series into which such other commitments were initially converted or exchanged, as the case may be, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Agreement, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrowers and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Agreement described in Section 2.21(b) and any repayments or prepayments required thereby, if any), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in Section 2.21(b).

Section 2.22. Environmental, Social and Governance Targets.

(a) ESG Amendment. After the Closing Date, the Borrower Representative, in consultation with the Sustainability Coordinator, shall be entitled to establish specified key performance indicators (“Key Performance Indicators”) with respect to certain environmental, social and governance (“ESG”) targets of the Credit Parties and their Subsidiaries. The Sustainability Coordinator and the Borrower Representative may amend this Agreement (such amendment the “ESG Amendment”) solely for the purpose of incorporating the Key Performance Indicators or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective upon the consent of the Borrower Representative and the Sustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on the Borrowers’ performance against the Key Performance Indicators, certain adjustments to the Commitment Fee and the Applicable Margin may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease of more than (a) 1.00 basis point for the Commitment Fee and/or (b) 5.00 basis points in the Applicable Margin, and further provided that in no event shall the Commitment Fee and the Applicable Margin be less than zero. If Key Performance Indicators are utilized, the pricing adjustments pursuant to the Key Performance Indicators will require, among other things, reporting and validation of the measurement of the Key Performance Indicators in a manner (x) as agreed upon by the Borrower Representative and the Sustainability Coordinator (each acting reasonably) and (y) that is aligned with the Sustainability Linked Loan Principles (as published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) or with precedent Sustainability Linked Loans in the financial services syndicated loan market at the time of the ESG Amendment. Following the effectiveness of the

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ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of increasing or reducing the Applicable Margin, or the Commitment Fee to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Borrower Representative and the Sustainability Coordinator.

(b) Sustainability Coordinator. The Sustainability Coordinator will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the other Lenders to enter into this Agreement and the other Credit Documents, and to make the Extensions of Credit herein provided for, the Credit Parties hereby represent and warrant to the Administrative Agent and to each Lender, which representations and warranties shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Extension of Credit made thereafter, as though made on and as of the date of such Extension of Credit (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date) (provided that in the case of any Extension of Credit incurred to finance a Limited Condition Acquisition, this condition may be satisfied so long as the Specified Representations and customary Specified Acquisition Agreement Representations are true and correct in all material respects on the closing date thereof) and such representations and warranties shall survive the execution and delivery of this Agreement and the other Credit Documents:

Section 3.1. Existence, Qualification and Power; Compliance with Laws.

Each Credit Party is a corporation, limited partnership, partnership, limited liability partnership, limited liability limited partnership or limited liability company duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, has all requisite power and authority and all governmental licenses, authorizations, consents and approvals necessary to own its assets, carry on its business and execute, deliver, and perform its obligations under the Credit Documents to which it is a party, is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license and is in compliance with all Laws and the application to its properties, except, in each case referred to in clause (b), (c) or this clause (d) to the extent that any failure could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or, with respect to clause (d), is not disclosed on Schedule 3.1(d).

Section 3.2. Authorization; No Contravention.

The execution, delivery and performance by each Credit Party of each Credit Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not and will not contravene the terms of any of such Person’s Organization Documents; conflict with or result in any breach or contravention of, or the creation of any Lien under, any Contractual

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Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its Property is subject; violate any Law, except in the case of either clause (ii) or (iii) to the extent individually or in the aggregate a Material Adverse Effect could not be reasonably expected to occur or (iv) contravene the terms of the Senior Notes Indenture for so long as such Senior Notes Indenture is in effect.

Section 3.3. Governmental Authorization.

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Credit Party of this Agreement or any other Credit Document, other than to the extent a failure to obtain such approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority could not reasonably be expected to result in a Material Adverse Effect.

Section 3.4. Binding Effect.

This Agreement has been, and each other Credit Document, when delivered hereunder, will have been duly executed and delivered by each Credit Party that is party thereto. This Agreement constitutes, and each other Credit Document when so delivered will constitute, a legal, valid and binding obligation of such Credit Party, enforceable against each Credit Party that is party thereto in accordance with its terms, subject as to enforcement of remedies to any Debtor Relief Laws and general principles of equity, whether applied by a court of law or equity.

Section 3.5. Financial Statements; No Material Adverse Effect.

The Audited Financial Statements, and each other financial statement delivered to the Administrative Agent during the term of this Agreement (subject to the absence of footnotes and year-end adjustments) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; fairly present in all material respects the financial condition of the Parent and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and show all material Indebtedness and other material liabilities, direct or contingent, of the Parent and its Consolidated Subsidiaries as of the date thereof in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. On and as of the Closing Date, since the date of the Audited Financial Statements, no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect. Thereafter on the date of each subsequent Extension of Credit, since the date of the most recently delivered financial statements of the Parent and its Consolidated Subsidiaries, no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect.

Section 3.6. Litigation.

Except as disclosed on Schedule 3.6, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Credit Party, threatened (in writing) or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Credit Party or any of its Restricted Subsidiaries or against any of their properties or revenues which purport to materially adversely affect this Agreement or any other Credit Document, or any of the transactions contemplated hereby, or individually or collectively, could reasonably be expected to have a Material Adverse Effect.

Section 3.7. Ownership of Property; Liens.

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(a) Each Credit Party and each Restricted Subsidiary has: (i) good, sufficient, and legal title to all real Property; (ii) valid leasehold interests in all leasehold interests in real or personal Property; and (iii) good and marketable title to all other personal Property, in each case necessary in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, have a Material Adverse Effect.

(b) Set forth on Schedule 3.7(b) hereto is a complete and accurate list of all real Property owned by any Credit Party or any of its Subsidiaries as of the Closing Date, showing as of the date hereof the street address, jurisdiction and record owner.

(c) None of the Property of any Credit Party or any Restricted Subsidiary is subject to any Lien other than Permitted Liens. The Security Agreement is effective to create a valid and enforceable Lien on the Collateral in favor of the Administrative Agent, which Lien on the Collateral is perfected by the filings and other perfection requirements required thereby.

Section 3.8. Environmental Compliance.

The Credit Parties and their Restricted Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws to the extent they are applicable to the business and properties of the Credit Parties and their Restricted Subsidiaries and related claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrowers have reasonably concluded that such Environmental Laws and claims would not, individually or in the aggregate, have a Material Adverse Effect.

Section 3.9. Taxes.

Each of the Credit Parties and its Subsidiaries has filed, or caused to be filed, all material Tax returns required to be filed and paid all material amounts of Taxes shown thereon to be due (including interest and penalties) and all other material amounts of Taxes, fees, assessments and other governmental charges (including mortgage recording Taxes, documentary stamp Taxes and intangibles Taxes) owing by it, except for such Taxes that are being contested in good faith and by proper proceedings, and against which reserves are being maintained in accordance with GAAP. No Credit Party and none of their Subsidiaries are aware of any Tax deficiencies or unpaid Tax assessments that, in the aggregate, are material to the Credit Parties or their Subsidiaries, taken as a whole. There are no Liens for any material Taxes on any assets of any Credit Party or any of its Restricted Subsidiaries, other than Permitted Liens.

Section 3.10. ERISA Compliance.

No Reportable Event exists with respect to any Plan except, either individually or in the aggregate with respect to all Reportable Events, as could not reasonably be expected to have a Material Adverse Effect. To the knowledge of any Credit Party, no Multiemployer Plan is in “endangered status” or “critical status” within the meaning of Section 432(b) of the Code except as could not reasonably be expected to have a Material Adverse Effect. Each Single Employer Plan has complied with the applicable provisions of ERISA and the Code except where failure to so comply could not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred resulting in any liability that has remained underfunded which could reasonably be expected to have a Material Adverse Effect. No Lien in favor of the PBGC or a Plan exists which could reasonably be expected to have a Material Adverse Effect. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans), if any, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits so as to cause a Material Adverse Effect to exist, and no Single Employer Plan is

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in “at risk” status within the meaning of Code Section 430(i) so as to cause a Material Adverse Effect to exist. Neither any Credit Party nor any Commonly Controlled Entity is currently subject to any liability for a complete or partial withdrawal from a Multiemployer Plan which could reasonably be expected to have a Material Adverse Effect.

Section 3.11. Capitalization and Subsidiaries.

As of the Closing Date, the Credit Parties have no Subsidiaries other than those specifically disclosed in Schedule 1.1 and have no equity investments on the Closing Date in any other corporation or entity other than those disclosed in writing to the Administrative Agent and the Lenders by or on behalf of the Credit Parties or any of their Restricted Subsidiaries on or before the Closing Date.

Schedule 1.1 to the Credit Agreement as in effect on the Closing Date sets forth (a) a true and complete listing of issued and outstanding Capital Stock and each class thereof of the Credit Parties (other than Parent) and each of its Subsidiaries, of which all of such Capital Stock is validly issued, outstanding, fully paid and non-assessable, and (other than Capital Stock issued by Parent) owned beneficially and of record by the Persons identified on Schedule 1.1 and (b) the correct legal name and type of entity of Parent and each of its Subsidiaries. All of the issued and outstanding Capital Stock owned by any Credit Party have been duly authorized and issued and are fully paid and non-assessable.

Section 3.12. Margin Regulations; Investment Company Act.

(a) No part of the proceeds of any Extension of Credit hereunder will be used directly or indirectly for any purpose that violates, or that would require any Lender to make any filings in accordance with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect.

(b) No Credit Party is required to register as an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

Section 3.13. Disclosure.

No written statement, information, report, representation, or warranty made by any Credit Party in any Credit Document or in any documents filed with the Securities and Exchange Commission or furnished to the Administrative Agent or any Lender by or on behalf of any Credit Party in connection with any Credit Document contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made and at the time at which they were made and taken as a whole and as supplemented from time to time, not materially misleading. The information included in the Beneficial Ownership Certification, as updated in accordance with Section 5.3(vi), is true and correct in all respects

Section 3.14. Intellectual Property; Licenses, Etc.

To the knowledge of the Credit Parties, the Credit Parties and their Restricted Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, trade secrets, know-how, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without infringement, misappropriation or other violation of the intellectual property rights of any other Person, except to the extent that such failure to own or possess the right to use, or where such infringement, misappropriation, or violation, could not reasonably be expected to have a Material Adverse Effect.

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Section 3.15. Solvent.

Immediately after giving effect to each of the transactions contemplated on the Closing Date, each of the Borrowers and their Restricted Subsidiaries are, on a Consolidated basis, Solvent.

Section 3.16. Compliance with FCPA.

To their knowledge, each of the Credit Parties and their Subsidiaries is in compliance in all material respects with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto.

Section 3.17. Anti-Money Laundering Laws.

The operations of the Credit Parties and their Subsidiaries are and have been conducted at all times in compliance in all material respects with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Credit Parties and their Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Credit Parties or any of their Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Borrowers, threatened (in writing).

Section 3.18. Compliance with OFAC Rules and Regulations.

(a) None of the Credit Parties or their Subsidiaries or their respective Affiliates is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC that are described or referenced at http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise published from time to time.

(b) None of the Credit Parties or their Subsidiaries or their respective Affiliates is a Sanctioned Person or a Sanctioned Entity, has its assets located in Sanctioned Entities, or derives revenues from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. No proceeds of any Loan will be used, or have been used, directly or, to the Borrowers’ knowledge, indirectly, to fund any operations in, finance any investments or activities in or business of or with, or make any payments to, a Sanctioned Person or a Sanctioned Entity.

Section 3.19. Margin Stock.

No Credit Party nor any of its Subsidiaries is engaged in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the loans made to the Credit Parties or any of their Subsidiaries will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors.

Section 3.20. Servicing.

Borrowers agree to monitor, manage, enforce and collect the Receivables and disburse any collections in respect thereof as provided in the ordinary course of business consistent with past practices

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or reasonable modifications thereof and Borrowers agree to comply in all material respects with their Underwriting Guidelines with respect to servicing of the Receivables and with respect to Credit Protection Laws and all other applicable material Laws in collecting its Receivables and exercising any rights or remedies thereunder. Borrowers agree to monitor, manage, enforce and collect the Receivables in the ordinary course of business consistent with past practices or reasonable modifications thereof and represents and warrants that it has the knowledge, expertise and capacity to service the Receivables. Borrowers shall obtain and maintain all necessary licenses in each jurisdiction necessary to service, collect and manage the Receivables, except to the extent such failure would not, individually or in the aggregate, reasonably be expect to result in a Material Adverse Effect. Each Borrower agrees not to resign as a servicer of any Receivables without the prior written consent of Administrative Agent. Notwithstanding the foregoing, Borrower agrees that for so long as an Event of Default pursuant to Section 7.1(a) or 7.1(e) is continuing hereunder or the Administrative Agent or Lenders are generally pursuing remedies against the Borrowers as permitted under the Credit Documents (it being understood that the implementation of the Default Rate alone shall not be deemed to qualify as generally pursuing remedies for purposes of this Section 3.20), the Administrative Agent may, upon five (5) Business Days advance written notice to the Parent, terminate all of the rights and obligations of Borrowers, in its capacity as servicer, under any servicing agreement, if applicable, and shall appoint itself or another Person designated by it to perform all servicing and collection obligations that were previously provided by Borrowers. Upon removal of a Borrower as servicer, Borrowers agree to provide all books, records and other data (including computerized data (and at all times include a backup of such data) to Administrative Agent or the Person appointed as a successor servicer to the Borrowers.

Section 3.21. Employment Matters. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, there are no strikes, lockouts or slowdowns against any Credit Party or any Restricted Subsidiary existing or, to the knowledge of the Borrowers, threatened (in writing). The hours worked by and payments made to employees of the Credit Parties and the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with such matters except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, all payments due from any Credit Party or any Restricted Subsidiary, or for which any claim may be made against any Credit Party or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Credit Party or such Restricted Subsidiary.

ARTICLE IV
CONDITIONS PRECEDENT

Section 4.1. Conditions to Initial Extensions of Credit.

The obligation of each Lender to make the initial Extensions of Credit is subject to the satisfaction of the following conditions precedent (the date on which such conditions are satisfied and the initial Extension of Credit is made, the “Closing Date”):

(a) Execution of Credit Agreement and Credit Documents. The Administrative Agent shall have received counterparts of this Agreement, executed by a duly authorized officer of each party hereto and counterparts of any other Credit Document, executed by the duly authorized officers of the parties thereto.

(b) Authority Documents. The Administrative Agent shall have received the following:

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(i) Articles of Incorporation/Charter Documents. Original certified articles of incorporation or other charter documents, as applicable, of each Credit Party certified (A) by an officer of such Credit Party as of the Closing Date to be true and correct and in force and effect as of such date, and (B) to be true and complete as of a recent date by the appropriate Governmental Authority of the state of its incorporation or organization, as applicable.

(ii) Resolutions. Copies of resolutions of the board of directors or comparable managing body of each Credit Party approving and adopting the Credit Documents, the Transactions and authorizing execution and delivery thereof, certified by an officer of such Credit Party as of the Closing Date to be true and correct and in force and effect as of such date.

(iii) Bylaws/Operating Agreement. A copy of the bylaws or comparable operating agreement of each Credit Party certified by an officer of such Credit Party as of the Closing Date to be true and correct and in force and effect as of such date.

(iv) Good Standing. Original certificates of good standing, existence or its equivalent (to the extent such an item exists in the relevant jurisdiction) with respect to each Credit Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization.

(v) Incumbency. An incumbency certificate of each Responsible Officer of each Credit Party certified by an officer to be true and correct as of the Closing Date.

(c) Legal Opinion of Counsel. The Administrative Agent shall have received the opinions of Paul Hastings LLP and the opinions of local counsel, as applicable, each as counsel to the Credit Parties, dated the Closing Date, addressed and in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

(d) Solvency Certificate. The Administrative Agent shall have received an officer’s certificate prepared by the chief financial officer or other Responsible Officer approved by the Administrative Agent of the Borrowers as to the financial condition, solvency of the Credit Parties and their Restricted Subsidiaries, after giving effect to the Transactions and the initial borrowings under the Credit Documents, in substantially the form of Exhibit 4.1(g) hereto.

(e) Account Designation Notice. The Administrative Agent shall have received the executed Account Designation Notice in the form of Exhibit 1.1(a) hereto.

(f) Notice of Borrowing. The Administrative Agent shall have received a Notice of Borrowing with respect to the Loans (if any) to be made on the Closing Date.

(g) Consents. The Administrative Agent shall have received evidence that all boards of directors, governmental, shareholder and material third party consents and approvals necessary in connection with the Transactions have been obtained and all applicable waiting periods have expired without any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on such transactions or that could seek or threaten any of the foregoing.

(h) Compliance with Laws. The financings and other Transactions contemplated hereby shall be in compliance in all material respects with all applicable laws and regulations (including all applicable securities and banking laws, rules and regulations).

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(i) Bankruptcy. There shall be no bankruptcy or insolvency proceedings pending with respect to any Credit Party or any Restricted Subsidiary thereof.

(j) Existing Indebtedness of the Credit Parties. If applicable, the Administrative Agent shall have received pay‑off and lien release letters from secured creditors of the Credits Parties (other than secured parties intended to remain outstanding after the Closing Date with Indebtedness and Liens permitted pursuant to Section 6.1 and Section 6.2) setting forth, among other things, the total amount of Indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of any Credit Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any Credit Party or any Subsidiary of a Credit Party, which pay‑off and lien release letters shall be in form and substance acceptable to the Administrative Agent.

(k) Financial Statements. The Administrative Agent and the Lenders shall have received copies of the Audited Financial Statements referred to in Section 3.5 and the consolidated annual projected balance sheet, income statement and cash flow statement for the Parent and its Consolidated Subsidiaries on a consolidated basis for the period through the Maturity Date, each in form and substance reasonably satisfactory to the Administrative Agent and the other Lenders.

(l) No Material Adverse Effect. Since the date of the Audited Financial Statements, there shall have been no Material Adverse Effect.

(m) Closing Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Parent as of the Closing Date, substantially in the form of Exhibit 4.1(m) stating that immediately after giving effect to this Agreement, the other Credit Documents, and all the Transactions contemplated to occur on such date, no Default or Event of Default exists, and all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof).

(n) Fees and Expenses. The Administrative Agent and the Lenders shall have received (i) evidence that the costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) incurred by the Administrative Agent and Lenders in the negotiation, execution and delivery of the Credit Documents, to the extent invoiced at least one Business Day prior to the Closing Date, shall have been paid in full by the Credit Parties and (ii) evidence that all other fees and expenses, if any, owing pursuant to Section 2.4, and payable on the Closing Date, shall have been paid in full by the Credit Parties.

(o) Insurance. The Administrative Agent shall have received certificates of insurance of the Credit Parties in favor of Administrative Agent related thereto, in each case in form and substance satisfactory to Administrative Agent.

(p) Resignation and Appointment. The Administrative Agent shall have received a fully executed Instrument of Resignation, Appointment and Acceptance dated as of the Closing Date, among the Administrative Agent, the Credit Parties and TBK Bank as Departing Agent as defined therein.

Without limiting the generality of the provisions of Section 8.4, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or reasonably acceptable or reasonably satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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Section 4.2. Conditions to All Extensions of Credit.

The obligation of each Lender to make any Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent on the date of making such Extension of Credit:

(a) Representations and Warranties. The representations and warranties made by the Credit Parties herein and in the other Credit Documents shall with respect to representations and warranties that contain a materiality qualification, be true and correct in all respects and with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the date of such Extension of Credit as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date.

(b) No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing on such date or immediately after giving effect to the Extension of Credit to be made on such date unless such Default or Event of Default shall have been waived in accordance with this Agreement; and

(c) Compliance with Commitments. Immediately after giving effect to the making of any such Extension of Credit (and the application of the proceeds thereof), the sum of the aggregate Revolving Credit Outstandings shall not exceed the Revolving Committed Amount then in effect and the outstanding Swingline Loans shall not exceed the Swingline Committed Amount;

provided that to the extent the an Extension of Credit is made in connection with the consummation of a Limited Condition Acquisition then, at the election of any Borrower, the condition specified in clauses (a) and (b) above shall be limited to (x) at the time of the execution and delivery of the definitive acquisition agreements related to such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or result therefrom, (y) upon the effectiveness and making of such Extension of Credit (if any) on the applicable closing date of such Limited Condition Acquisition, no Payment Event of Default or Bankruptcy Event shall have occurred and be continuing or shall occur as a result thereof, and (z) the Specified Representations and customary Specified Acquisition Agreement Representations are true and correct in all material respects on the closing date thereof.

Each request for an Extension of Credit and each acceptance by the Borrowers of any such Extension of Credit shall be deemed to constitute representations and warranties by the Credit Parties as of the date of such Extension of Credit that the conditions set forth above in paragraphs (a) through (c), as applicable, have been satisfied.

ARTICLE V
AFFIRMATIVE COVENANTS

Each of the Credit Parties hereby covenants and agrees that on the Closing Date, and thereafter (a) for so long as this Agreement is in effect and (b) until the Obligations are paid in full in cash, such Credit Party shall, and shall cause each of their Restricted Subsidiaries, to:

Section 5.1. Financial Statements.

Deliver to the Administrative Agent and the other Lenders, in form reasonably satisfactory to the Administrative Agent and the Required Lenders:

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(a) Quarterly Financial Statements. Within 45 days after the end of each of the first three (3) quarterly fiscal periods of each fiscal year of the Parent, (i) a consolidated balance sheet of the Parent and its Consolidated Subsidiaries as of the end of such fiscal period, and (ii) consolidated statements of income, retained earnings and cash flows of the Parent and its Consolidated Subsidiaries for that quarterly fiscal period and for that portion of the fiscal year then ended, in each case, setting forth in comparative form the figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified by a Responsible Officer of the Parent as fairly presenting the financial condition, results of operations and cash flows of the Parent and its Consolidated Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(b) Annual Financial Statements. Within 90 days after the end of each fiscal year of the Parent, a consolidated balance sheet of the Parent and its Consolidated Subsidiaries as of the close of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Parent and its Consolidated Subsidiaries, in each case, setting forth in comparative form the figures for the preceding fiscal year, all in reasonable detail and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing or otherwise reasonably acceptable to the Administrative Agent (the “Accounting Firm”), which report and opinion shall be prepared in accordance with GAAP and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualifications and exceptions not permissible under GAAP and not reasonably acceptable to the Administrative Agent (other than (i) a “going concern” qualification resulting from the impending maturity of any Indebtedness within 12 months of the relevant audit opinion or (ii) the breach or anticipated breach of any financial covenant (including the Financial Covenants) under any Indebtedness); and

Section 5.2. Certificates; Other Information.

Deliver to the Administrative Agent (for distribution to the Lenders), in form reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a) Compliance Certificate. Concurrently with the delivery of the financial statements referred to in Sections 5.1(a) and (b) hereof, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower Representative.

(b) Management Discussion and Analysis. Concurrently with the delivery of the financial statements referred to in Section 5.1(b), a copy of management’s discussion and analysis of the financial condition and results of operations of Parent and its Subsidiaries (including, for the avoidance of doubt, all Restricted Subsidiaries) for such fiscal year, as compared to the previous fiscal year, as applicable.

(c) Reports; SEC Filings; Regulatory Reports; Etc. Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Parent, copies of all annual, regular, periodic and special reports and registration statements which the Parent may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, and not otherwise required to be delivered to the Administrative Agent pursuant hereto and all material regulatory reports specifically concerning the Parent and its Restricted Subsidiaries.

(d) Projected Financial Statements. Not later than the date of delivery of the annual financial statements required by Section 5.1(b), projected annual consolidated balance sheets, and statements of income of the (i) Parent and its Subsidiaries and (ii) Parent and its Restricted Subsidiaries, in each case for the immediately succeeding fiscal year, it being understood and agreed that (A) any financial or business projections furnished by the Borrowers are subject to significant uncertainties and contingencies, which may be beyond the control of the Borrowers, (B) no assurance is given by the Borrowers that the results or

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forecast in any such projections will be realized and (C) the actual results may differ from the forecast results set forth in such projections and such differences may be material.

(e) Borrowing Base Certificate. On the 15th day of each calendar month of the Parent a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower Representative together with (i) a summary of Eligible Accounts, by loan portfolio, as of the end of such month, including the outstanding principal balance of each Eligible Accounts, the outstanding interest owing on each Eligible Accounts, any expense owing in respect of each Eligible Accounts (ii) the past due principal, interest or any other amount owing with respect to each Eligible Accounts, and (iii) such other information as the Administrative Agent may reasonably request from time to time in the exercise of its Permitted Discretion. In addition, at the option of Parent, the Borrowing Base may be computed more frequently than monthly (but not more frequently than weekly).

(f) Bank Partner Program Agreements. Promptly after the occurrence thereof, the Borrower Representative shall deliver to the Administrative Agent copies of all Bank Partner Program Agreements entered into by a Bank Partner and any Credit Party, and all amendments, modifications, supplements and restatements to any Bank Partner Program Agreement to the extent any such amendment, modification, supplement or restatement is materially adverse to the Lenders.

(g) CPI Statements. Within 45 days after the end of each quarterly fiscal period of the Parent, a statement setting forth the Collateral Performance Indicator as of the end of such fiscal quarter specifying in reasonable detail as calculated on the CPI Statement, and certified by a Responsible Officer of the Parent.

(h) General Information. Promptly, such additional information regarding the business, financial or corporate affairs of the Credit Parties or any Restricted Subsidiary as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 5.1 and 5.2 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent posts such documents, or provides a link thereto on the Parent’s website on the Internet at the website address listed in Section 9.2; or (ii) on which such documents are posted on the Parent’s behalf on http://www.sec.gov; provided that the Parent shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Parent to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. Notwithstanding anything contained herein, in every instance the Parent shall be required to provide either paper or electronic copies (at the Parent’s option) of the Compliance Certificates required by clause (a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

In addition, documents delivered by the Parent or the Borrower Representative to the Administrative Agent pursuant to clauses (a), (b), (d), and (e) of this Section 5.2 may be made available to the Lenders through the Platform in accordance with the provisions of Section 9.2(d).

Notwithstanding anything to the contrary herein, neither the Borrowers nor any of their Subsidiaries shall be required to deliver, disclose, permit the inspection, examination or making of copies of or excerpts from, or any discussion of, any document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the

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Administrative Agent (or any Lender (or their respective representatives or contractors)) is prohibited by applicable law, fiduciary duty or binding agreement (to the extent such binding agreement was not created in contemplation of the Borrowers’ or any of their Subsidiary’s obligations under this Section 5.2), (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) with respect to which the Borrowers or any of their Subsidiaries owes confidentiality obligations (to the extent not created in contemplation of the Borrowers’ or any of their Subsidiary’s obligations under this Section 5.2) to any third party.

Section 5.3. Notices of Material Events.

Promptly notify the Administrative Agent within two (2) Business Days of obtaining knowledge thereof:

(i) of the occurrence of any Default or Event of Default;

(ii) of the receipt of any written notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Credit Party that could reasonably be expected to have a Material Adverse Effect;

(iii) of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect;

(iv) of the receipt of any written notice of a default or event of default (or other similar term, howsoever denominated) delivered to any Credit Party under any debt agreements or instruments in respect of any Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $10,000,000;

(v) of any other matter that has resulted in or could reasonably be expected to result in a Material Adverse Effect; and

(vi) of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in of such certification.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Parent setting forth details of the occurrence referred to therein and stating what action the Parent has taken and proposes to take with respect thereto. Each notice pursuant to this Section shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached.

Section 5.4. Payment of Obligations.

Pay and discharge, as the same shall become due and payable, all its material Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets; and all its material lawful claims which, if unpaid, would by law become a Lien upon its Property; provided, however, in the case of the clauses (a) and (b), that the Credit Parties and each Restricted Subsidiary shall not be required to pay any such amount if and so long as the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings and appropriate accruals and reserves therefor have been established in accordance with GAAP.

Section 5.5. Preservation of Existence, Etc.

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(a) Preserve, renew and maintain in full force and effect (i) its legal existence and good standing (to the extent such concept exists in the relevant jurisdiction) under the Laws of the jurisdiction of its organization and (ii) its qualification to do business and good standing (to the extent such concept exists in the relevant jurisdiction) under the Law of each other domestic or foreign jurisdiction where the nature of its business requires it to be so qualified; except (with respect to clause (ii)) where the failure to maintain such qualification or good standing would not reasonably be expected to result in a Material Adverse Effect;

(b) Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary in the normal conduct of its business, except in a transaction permitted by Section 6.3 or 6.5 hereof or except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and

(c) Preserve, renew and maintain all of its registered copyrights, domain names, patents, trademarks, trade names and service marks to the extent that the non-preservation of which could reasonably be expected to have a Material Adverse Effect;

provided that, nothing in this Section 5.5 shall restrict or apply to any Immaterial Subsidiary.

Section 5.6. Maintenance of Properties.

Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain, preserve and protect all of its tangible properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; make all necessary repairs thereto and renewals and replacements thereof; and use the standard of care typical in the industry in the operation and maintenance of its facilities.

Section 5.7. Maintenance of Insurance.

Maintain with reputable national insurance companies, not Affiliates of the Credit Parties, insurance with respect to its properties and business against loss or damage of the kinds customarily (in the determination of the Borrowers) insured against by Persons of similar financial condition and strength engaged in the same or similar business and owning similar properties in localities where the Credit Parties or their Restricted Subsidiaries operate, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons (it being acknowledged by the Lenders that the Borrowers may maintain self-insurance which is compatible with the standards set forth herein), in each case as determined in the good faith and reasonable business judgment of the Parent. Subject to Section 5.19, all general property insurance policies covering the Collateral are to list the Administrative Agent as an additional insured (or equivalent term) for the benefit of the Lenders and all general liability insurance policies are to list the Administrative Agent as lender loss payee (or equivalent term) for the benefit of the Lenders, in each case, with standard endorsements which shall provide for not less than 30 days (or 10 days in the case of non-payment) prior written notice to the Administrative Agent of the exercise of any right of cancellation.

Section 5.8. Compliance with Laws.

Comply with all Laws and in all respects with the Investment Company Act of 1940, as amended, if required to be registered as an “investment company”, or as a company “controlled” by an “investment company”, each within the meaning of the Investment Company Act of 1940, as amended, with the requirements of all Laws applicable to it or to its business or Property except in such instances in which such requirement of Law is being contested in good faith or a bona fide dispute exists with respect thereto; and the failure to comply therewith could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

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Section 5.9. Books and Records.

Maintain books, records and accounts with respect to (i) Parent and its Subsidiaries and (ii) Parent and its Restricted Subsidiaries, which, in each case, are in reasonable detail as Administrative Agent may reasonably require, accurately and fairly reflect their transactions and dispositions of their assets, and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are executed in accordance with management’s general or specific authorization and transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and to maintain accountability for assets.

Section 5.10. Inspection Rights.

(a) Subject to Section 9.14 hereof, permit representatives and independent contractors of the Administrative Agent (along with representatives of any Lender that wish to attend simultaneously) to visit and inspect any of its Properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (at which an authorized legal representative of the Borrowers shall be entitled to be present), all at the expense of the Lenders (except as set forth herein) during normal business hours upon reasonable advance notice to the Borrowers; provided that, so long as no Event of Default exists, the foregoing shall be restricted to two such visits or inspections per consecutive twelve months period, which two instances shall be at the Borrowers’ sole expense, in each case upon request of the Required Lenders or the Administrative Agent and reasonable advance notice to the Borrowers; provided, however, for so long as an Event of Default continues, the Administrative Agent (along with representatives of any Lender that wish to attend simultaneously) may do any of the foregoing at the sole expense of the Borrowers; provided, further, that, notwithstanding the foregoing, the Administrative Agent and the Lenders shall be limited to (x) one field examination (which shall include any appraisals or valuations) of, and at the expense of, the Parent and its Restricted Subsidiaries per consecutive twelve months period to the extent Availability is ten percent (10%) of the Maximum Revolver Amount or greater and (y) two field examinations (which shall include any appraisals or valuations) of, and at the expense of, the Parent and its Restricted Subsidiaries per consecutive twelve months period to the extent Availability is less than or equal to ten percent (10%) of the Maximum Revolver Amount.

Section 5.11. Compliance with ERISA.

The Borrowers shall do, and cause each of its ERISA Affiliates to do, each of the following: maintain each Single Employer Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state law and maintain each Foreign Plan in compliance in all material respects with all applicable laws; preclude each Single Employer Plan which is qualified under Section 401(a) of the Code from being determined to be disqualified in any final assessment by the IRS; make all required contributions to any Plan subject to Section 412 or 430 of the Code; and make all contributions required under its Foreign Plans; except to the extent that failure to so comply with respect to each of clauses (a) through (d) above could not reasonably be expected to have a Material Adverse Effect.

Section 5.12. Use of Proceeds.

Use the proceeds of any Extension of Credit to finance the working capital needs and other general business purposes (including to finance new and existing Receivables, acquire portfolios, consummate Permitted Acquisitions and permitted Investments and make capital expenditures and Restricted Payments and otherwise as permitted hereunder) of the Credit Parties and their Subsidiaries only and not in contravention of any Law or of any Credit Document.

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Section 5.13. Further Assurances.

(a) Additional Information. Provide such information regarding the operations, business affairs and financial condition of the Credit Parties and their Subsidiaries as the Administrative Agent or any Lender may reasonably request.

(b) Further Assurances. Upon the reasonable request of the Administrative Agent, duly execute and deliver to the Administrative Agent any and all such further instruments and documents (in form and substance reasonably satisfactory to the Borrowers) as may be reasonably necessary or advisable, in the opinion of the Administrative Agent, to further the intent of the parties as expressed in the Credit Documents and to obtain the full benefits of the Credit Documents.

(c) Unauthorized Filings. Use commercially reasonable efforts to cause any unauthorized UCC financing statement to be removed of record within not less than fifteen (15) days following written request by the Administrative Agent.

Section 5.14. Notice of Formation of Subsidiary.

Promptly upon the formation of any Restricted Subsidiary (other than an Excluded Subsidiary) and in any event within ten (10) days after such formation (or such longer period as agreed by Administrative Agent in its sole discretion), the Borrower Representative shall give the Administrative Agent written notice thereof. Promptly upon the consummation of any Permitted Receivables Financing, and in any event not later than the delivery of the immediately succeeding Compliance Certificate pursuant to Section 5.2(a) hereof after such consummation, the Borrower Representative shall give Administrative Agent written notice thereof and the name of any Securitization Subsidiary party to such financing.

Section 5.15. New Domestic Subsidiaries.

Cause each Domestic Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary), which any Credit Party or any of their Restricted Subsidiaries (other than an Excluded Subsidiary) forms or acquires during the term of this Agreement to, promptly but in any event within thirty (30) days after such formation or acquisition (or such longer period as agreed by Administrative Agent in its sole discretion), (a) execute and deliver to the Administrative Agent a Joinder Agreement, together with a certified copy of a resolution of the board of directors (or other authorizing document of the appropriate governing body or Person) of such Domestic Subsidiary authorizing the execution and delivery of the Joinder Agreement and the performance of its terms, together with such other opinions, certificates, and documents as the Administrative Agent may reasonably request in connection therewith and (b) execute and deliver to the Administrative Agent a Security Agreement Supplement to the Security Agreement, together with such other security agreements (including mortgages with respect to any real Property owned in fee (individually) by such new Domestic Subsidiary with a fair market value (as determined by the Borrower Representative in its good faith) greater than $5,000,000), as well as appropriate financing statements (and with respect to all real Property subject to a mortgage, fixture filings), and such other documents, instruments, and agreements as the Administrative Agent may reasonably require, and each of the foregoing shall be, in form and substance reasonably satisfactory to the Administrative Agent (including being sufficient to grant the Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the Collateral of such newly formed or acquired Domestic Subsidiary (except to the extent such assets are expressly excluded from the Collateral pursuant to the terms of the Guaranty or the Security Agreement, as applicable).

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Section 5.16. Unrestricted Subsidiaries.

(a) Not designate any Subsidiary as an Unrestricted Subsidiary unless (x) such Subsidiary is a Foreign Subsidiary or Securitization Subsidiary and (y) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result therefrom. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrowers therein at the date of designation in an amount equal to the fair market value (as determined by the Borrower Representative in its good faith) of the Borrowers’ Investment therein.

(b) Not re-designate any Unrestricted Subsidiary as a Restricted Subsidiary unless immediately before and after such re-designation, no Event of Default shall have occurred and be continuing or would result therefrom. The re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of re-designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time.

(c) Notwithstanding anything to the contrary contained here, in no event shall (i) any Parent or (ii) any Restricted Subsidiary that holds any Capital Stock in, any Liens on, any Indebtedness of, any Investments in or any Collateral of any Restricted Subsidiary (unless such Restricted Subsidiary is included in the designation pursuant to Section 5.16(a)), in each case, be designated as an Unrestricted Subsidiary.

Section 5.17. Compliance with Environmental Laws.

Except in each of the following cases as would not have, or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and cause all lessees and other Persons operating or occupying their Properties to comply, with all applicable Environmental Laws; and conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to comply with all Environmental Laws; provided, however, that neither the Borrowers nor any of their Restricted Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances.

Section 5.18. Compliance with FCPA, OFAC and Anti-Money Laundering Laws.

(a) Comply in all material respects with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto.

(b) Comply in all material respects with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable Anti-Money Laundering Laws.

(c) Comply in all material respects with any of the country or list based economic and trade sanctions administered and enforced by OFAC that are described or referenced at http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise published from time to time.

Section 5.19. Post-Closing Covenants.

Within the time periods after the Closing Date specified in Schedule 5.19 or such later date as the Administrative Agent agrees to in writing which extension may be given by electronic mail, the Credit Parties shall deliver the documents or take the actions specified on Schedule 5.19, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

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ARTICLE VI
NEGATIVE COVENANTS

Each of the Credit Parties hereby covenants and agrees that on the Closing Date, and thereafter (a) for so long as this Agreement is in effect and (b) until the Obligations are paid in full in cash, that:

Section 6.1. Liens.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, create, incur, assume in or suffer to exist, any Lien upon any of its Property, Assets or revenues, whether now owned or hereafter acquired, other than Permitted Liens. The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, become subject to a Negative Pledge except the negative pledge contained in the terms of the Senior Notes Documents as in effect on the Closing Date; constituting customary provisions restricting subletting or assignment of any leases of any Credit Party or any Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder, constituting restrictions on the sale or other disposition of any Property securing Indebtedness as a result of a Lien on such Property permitted hereunder, constituting customary restrictions on cash, other deposits or assets imposed by customers and other Persons under contract entered into in the ordinary course of business, constituting any restriction or condition with respect to Property under an agreement that has been entered into for the disposition of such Property, provided that such disposition is otherwise permitted hereunder, constituting any restriction or condition with respect to Property under a charter, lease, license or other agreement that has been entered into for the employment of such Property and so long as no Event of Default would occur or result immediately after giving effect thereto, pursuant to any Permitted Receivables Financing or with respect to any Permitted Securitization Assets.

Section 6.2. Indebtedness.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, incur, create, contract, waive, assume, have outstanding, guarantee or otherwise be or become liable, directly or indirectly, in respect of any Indebtedness, except for:

(a) the Obligations arising out of or in connection with this Agreement and the other Credit Documents (including Indebtedness incurred pursuant to Section 2.19 and Section 2.21);

(b) current liabilities for Taxes and assessments incurred in the ordinary course of business, and other liabilities for unpaid Taxes being contested in good faith by a Borrower or any Subsidiary for which sufficient reserves have been established;

(c) current amounts payable or accrued for other claims (other than for borrowed funds or purchase money obligations) incurred in the ordinary course of business, provided that all such liabilities, accounts and claims shall be promptly paid and discharged before the same are not yet delinquent for more than 30 days or in conformity with customary trade terms, except for those being contested in good faith by a Borrower or a Subsidiary for which sufficient reserves have been established in accordance with GAAP;

(d) contingent liabilities resulting from the endorsement of negotiable instruments in the ordinary course of business;

(e) intercompany loans and advances made by (i) a Credit Party to another Credit Party, (ii) a Restricted Subsidiary of Parent that is not a Credit Party to a Credit Party, (iii) a Restricted Subsidiary of Parent that is not a Credit Party to a Restricted Subsidiary of Parent that is not a Credit Party and (iv) a Credit Party to a Subsidiary of the Parent that is not a Credit Party; provided, that, solely with respect to

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intercompany loans and advances made pursuant to subclause (iv): (A) no Default or Event of Default exists and is continuing or would result therefrom (B) other than with respect to a Permitted Tax Restructuring, the aggregate amount of all such loans and advances plus Investments in Capital Stock of Foreign Subsidiaries that are not Guarantors made after the Closing Date pursuant to Section 6.3(c) shall not, exceed the greater of $60,000,000 or 7.5% of Consolidated Total Assets at any time outstanding, and (C) any such intercompany loans and advances made after the Closing Date with an individual principal amount in excess of $5,000,000 shall be in the form of a note with an allonge provided to the Administrative Agent (in form and substance reasonably satisfactory to it);

(f) Indebtedness and obligations owing under Bank Products and other Hedging Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes;

(g) Guaranty Obligations permitted under Section 6.13 hereof;

(h) the Senior Notes and any Permitted Refinancing Debt in exchange for, or the net cash proceeds of which are used to extend, refinance, renew, replace, defease or refund the Senior Notes;

(i) with respect to Cash Equivalents, short term Indebtedness not constituting Margin Stock and not exceeding $5,000,000 at any time in the aggregate owed by a Borrower or a Subsidiary to the broker or investment firm which is holding assets for the account of a Borrower or a Subsidiary, but only to the extent that such Indebtedness is to be repaid, in the ordinary course of business, by the collection or liquidation of such assets at the maturity of such assets;

(j) intercompany payables for the purchase of goods and services in the ordinary course of business;

(k) Indebtedness of the Credit Parties and their Subsidiaries existing as of the Closing Date set forth in Schedule 6.2(k) hereto and any renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension and the terms of any such renewal, refinancing or extension are not less favorable to the obligor thereunder;

(l) intercompany loans and advances among Foreign Subsidiaries that are not Guarantors;

(m) obligations in respect of earnouts or similar payment obligations (to the extent permitted by the definition of “Permitted Acquisitions”) payable in cash or which may be payable in cash at the seller’s or obligee’s option;

(n) letters of credit, bank guarantees, performance, bid and surety bonds and completion guarantees provided by a Borrower or any of its Restricted Subsidiaries in the ordinary course of business or in connection with leases of real or personal property in the ordinary course of business;

(o) Subordinated Debt incurred after the Closing Date, provided that prior to the issuance thereof, the Borrower Representative has delivered to the Administrative Agent a Compliance Certificate which indicates that, on a Pro Forma Basis after taking into account the issuance of such Subordinated Debt and the use of the proceeds thereof, (A) there shall occur no Default or Event of Default and (B) the Credit Parties and their Restricted Subsidiaries shall be in Pro Forma Compliance with the Financial Covenants calculated as of the most recent test date after giving effect to such incurrence and such Indebtedness shall not have a maturity date or any scheduled amortization or mandatory prepayments or obligations to repurchase or redeem prior to 6 months after the Maturity Date (except as otherwise permitted pursuant to the applicable terms);

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(p) Additional Notes of the Credit Parties and any Permitted Refinancing Debt in exchange for, or the net cash proceeds of which are used to extend, refinance, renew, replace, defease or refund, such Additional Notes, provided that (i) to the extent such Additional Notes are used to extend, refinance, renew, replace, defease or refund the Senior Notes, such Additional Notes satisfy clause (2) and (3) of the definition of Permitted Refinancing Debt and (ii) any amount of Additional Notes or Permitted Refinancing Debt thereof, as the case may be, issued in excess of the amounts used pursuant to subclause (i), prior to the incurrence thereof, the Borrower Representative shall have delivered to the Administrative Agent a Compliance Certificate which indicates that, on a Pro Forma Basis after taking into account the incurrence of such Additional Notes or Permitted Refinancing Debt thereof, as the case may be, and the use of the proceeds thereof, (A) there shall occur no Default or Event of Default and (B) the Credit Parties and their Restricted Subsidiaries shall be in compliance with the minimum Fixed Charge Coverage Ratio set forth in Section 6.14(a), and such Indebtedness shall not have any scheduled amortization or mandatory prepayments or obligations to repurchase or redeem prior to thirty days after the Maturity Date (except as otherwise permitted pursuant to Section 6.6(e));

(q) [Reserved];

(r) liabilities under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations, letters of credit or liabilities with respect to workers’ compensation and other insurance coverage in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing;

(s) liabilities resulting from insurance premium financings in the ordinary course of business;

(t) liabilities resulting from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds incurred in the ordinary course of business;

(u) trade payables incurred in the ordinary course of any Credit Party’s business, or accrued expenses payable on customary terms and conditions in the ordinary course of any Credit Party’s business;

(v) Foreign Third-Party Loans;

(w) so long as no Event of Default would occur or result immediately after giving effect thereto, Indebtedness (if any) in respect of a Permitted Receivables Financing;

(x) Indebtedness of Foreign Subsidiaries that, when added together with any other Indebtedness incurred under this clause (x) and then outstanding, will not exceed the greater of (x) $20,000,000 and (y) 3% of Consolidated Total Assets;

(y) the incurrence by a Borrower or any of its Restricted Subsidiaries of Permitted Refinancing Debt in exchange for, or the net cash proceeds of which are used to extend, refinance, renew, replace, defease or refund Indebtedness that was incurred pursuant to this Section 6.2;

(z) Indebtedness consisting of promissory notes or similar Indebtedness issued by the Parent or any of its Restricted Subsidiaries to current, future or former officers, managers, and employees thereof, or to their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Capital Stock of the Parent or a Restricted Subsidiary to the extent described in Section 6.6(f);

(aa) the incurrence by a Borrower or any of its Restricted Subsidiaries of unsecured Indebtedness, or issuance of Redeemable Stock by a Borrower (in addition to Indebtedness or Redeemable Stock otherwise permitted hereunder) in an aggregate principal amount (or accreted value, as applicable)

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that, when added to all other Indebtedness incurred pursuant to this clause (aa) and then outstanding, will not exceed $50,000,000;

(bb) the incurrence by a Borrower or any of its Restricted Subsidiaries of Indebtedness, or issuance of Redeemable Stock by a Borrower in an aggregate principal amount or liquidation preference up to 100% of the net cash proceeds received by a Borrower since immediately after the date of the Senior Notes Indenture from the issuance or sale of Capital Stock of a Borrower or cash contributed to the capital of a Borrower to the extent such net cash proceeds have not been applied to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 6.6 or to make Permitted Investments (other than Permitted Investments specified in clauses (b), (g) and (h) of Section 6.3);

(cc) the Borrowers and their Restricted Subsidiary may (x) incur unsecured Indebtedness (including Assumed Indebtedness) and the Borrowers and their Restricted Subsidiaries may issue shares of Redeemable Stock if the Fixed Charge Coverage Ratio for the Parent’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Redeemable Stock is issued would have been at least 2.00 to 1.00, determined on a Pro Forma Basis (including a pro forma application of the net cash proceeds therefrom, including the effect of acquisitions or repayments or redemptions of Indebtedness to be funded by such proceeds), as if the additional Indebtedness had been incurred, or the Redeemable Stock had been issued, as the case may be, at the beginning of such four-quarter period and (y) incur Assumed Indebtedness in an amount equal to (i) the EBITDA of the entity acquired by a Restricted Subsidiary pursuant to a Permitted Investment or other Investment permitted hereunder multiplied by (ii) five;

(dd) the Borrowers and their Restricted Subsidiary may incur unsecured Indebtedness (including Assumed Indebtedness) and the Borrowers and their Restricted Subsidiaries may issue shares of Redeemable Stock in an unlimited amount so long as the Payment Conditions have been satisfied, determined on a Pro Forma Basis as if such unsecured Indebtedness has been incurred or such Redeemable Stock has been issued, as the case may be, at the end of the last fiscal quarter for which financial statements are required to be delivered pursuant to Section 5.1(a);

(ee) Indebtedness of any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary; provided that (A) such Indebtedness is not created in anticipation of such a redesignation and (B) the aggregate principal amount of such Indebtedness incurred under this clause (ee) does not exceed at any time the greater of (x) $20,000,000 and (y) and 3% of Consolidated Total Assets; and

(ff) the incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness (including Capital Leases and purchase money obligations) incurred for the purpose of financing (or refinancing) all or any part of the purchase price or cost of construction or improvement of Property (real or personal), plant or equipment used in the business of the Parent or such Restricted Subsidiary in an amount that, when added to all other Indebtedness incurred pursuant to this clause (2) and then outstanding, will not exceed the sum of (A) the greater of (x) $20,000,000 and (y) 3.0% of Consolidated Total Assets, plus (B) the amount of any fees and expenses incurred in connection with any refinancing.

Section 6.3. Investments.

The Credit Parties shall not, and shall not permit any Restricted Subsidiary to, make or have outstanding Investments in or to any Person, except for:

(a) loans or participations therein generated (including through any purchases in connection with any bank program that a Credit Party participates in) through the conduct of activities described in Section 6.7 in the ordinary course of its day to day business;

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(b) ownership of Capital Stock of (i) Subsidiaries which become Guarantors promptly after the formation or acquisition thereof or (ii) Excluded Subsidiaries;

(c) ownership of Capital Stock of Foreign Subsidiaries that are not Guarantors, provided that the aggregate amount of such Investments, plus the aggregate amount of outstanding Foreign Intercompany Loans pursuant to Section 6.2(e), shall not exceed, in aggregate amount at any time outstanding, the greater of $40,000,000 or 5% of Consolidated Total Assets; (i) Cash Equivalents and (ii) such other “cash equivalent” investments as the Administrative Agent may from time to time approve;

(d) [Reserved];

(e) (i) (1) Permitted Acquisitions, including Investments in Foreign Subsidiaries which are necessary to consummate such Permitted Acquisitions, and (2) Foreign Acquisitions made, solely in the case of this clause (2), on or prior to the Closing Date and (ii) Foreign Acquisitions made after the Closing Date the Acquisition Consideration thereof not to exceed, solely in the case of clause (ii), the greater of $60,000,000 or 7.5% of Consolidated Total Assets;

(f) Investments by any Credit Party or Domestic Subsidiary in any Credit Party or Domestic Subsidiary;

(g) intercompany receivables as a result of the transfer of goods and Property in the ordinary course of business;

(h) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions, Restricted Payments and/or transactions with affiliates to the extent permitted under Sections 6.1, 6.2, 6.4, 6.5, 6.6, 6.8 or 6.13;

(i) Investments in existence as of the Closing Date or contemplated after the Closing Date and set forth on Schedule 6.3 and Investments consisting of any modification, replacement, renewal, reinvestment or extension of any such Investment;

(j) Investments as a result of intercompany loans and advances permitted under Section 6.2(e) hereof;

(k) Bank Products to the extent permitted hereunder;

(l) other Investments in activities directly related to one or more of the types of business described in Section 6.7 hereof, provided that the aggregate amount of such Investments shall not exceed the greater of (i) 20% of Consolidated Total Assets and (ii) $60,000,000 in an aggregate amount at any time;

(m) [Reserved];

(n) Investments in a Securitization Subsidiary or any other Subsidiary of Parent or any other Investments that are necessary or desirable to effect any Permitted Receivables Financing otherwise permitted by Section 6.4(f);

(o) Investments consisting of the licensing, sublicensing, or contribution of intellectual property rights;

(p) other Investments (including those of the type otherwise referred to herein) in an unlimited amount so long as the Payment Conditions are satisfied, determined on a Pro Forma Basis as if such

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Investment had been made at the end of the last fiscal quarter for which financial statements are required to be delivered pursuant to Section 5.1(a);

(q) Investments made by the Parent or any Restricted Subsidiary in any joint venture or any Unrestricted Subsidiary in an aggregate amount not to exceed at any one time outstanding the greater of (A) $20,000,000 and (B) 3.00% of Consolidated Total Assets;

(r) Investments made by any Restricted Subsidiary that is not a Credit Party in any Credit Party or any Restricted Subsidiary;

(s) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;