Common use of Term Loans and Borrowings Clause in Contracts

Term Loans and Borrowings. (1) Subject to the terms and conditions set forth herein, each Tranche B Term Loan Lender severally agrees to make to the Borrower Tranche B Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own account. The failure of any Lender to make any Term Loan required to be made by it will not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (2) Subject to Sections 2.04(7) and 2.11, each Borrowing will be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, and such Lender will not be entitled to any amounts payable under Section 2.12 or 2.14 solely in respect of increased costs resulting from, and existing at the time of, such exercise. (3) Notwithstanding any other provision of this Agreement, the Borrower will not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans and Borrowings. (1a) Subject to The Loan of each Lender shall be made as part of a Borrowing consisting of Loans made by the terms and conditions set forth herein, each Tranche B Term Loan Lender severally agrees to make to the Borrower Tranche B Term Loans denominated Lenders ratably in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own accountaccordance with their respective Commitments. The failure of any Lender to make any Term Loan required to be made by it will shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will shall be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (2b) Subject to Sections 2.04(7) and Section 2.11, each Borrowing will shall be comprised entirely of ABR Alternate Base Rate Loans or Eurocurrency LIBOR Loans as the Borrower may request in accordance herewith; provided that all Borrowings made on the Closing Date must be made as Alternate Base Rate Loans unless the Borrower shall have provided three Business Days’ prior notice thereof and shall have agreed on or prior to the date of the request to protect the Lenders against the failure to borrow a LIBOR Loan on the date requested on terms substantially similar to those contained in Section 2.10(b). Each Subject to Section 2.11(e), each Lender may at its option may fulfill its obligation to make any ABR Loan or Eurocurrency LIBOR Loan by causing any domestic or a foreign branch or Affiliate of affiliate to fund such Lender to make such Term Loan; , provided that any exercise of such option will shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms hereof and of this Agreement, and such Lender will not be entitled the relevant Note or increase the costs to any amounts the Borrower payable under Section 2.12 or 2.14 solely hereunder in respect of increased costs resulting fromLIBOR Loans. Subject to the other provisions of this Section 2.2, Section 2.8(b), Section 2.9 and existing Section 2.11, Loans of more than one Type may be outstanding at the time of, such exercisesame time. (3c) The Borrower shall give the Administrative Agent prior written, facsimile or telephonic (promptly confirmed in writing) notice of each Borrowing hereunder; such notice shall be irrevocable and to be effective, must be received by the Administrative Agent not later than 2:00 p.m., New York City time, (i) in the case of Alternate Base Rate Loans, on the Business Day preceding the date on which such Loan is to be made and (ii) in the case of LIBOR Loans, on the third Business Day preceding the date on which such Loan is to be made. Such notice shall specify (A) the amount of the requested Loan, (B) the date on which such Loan is to be made (which shall be a Business Day), and (C) whether the Loan then being requested is to be (or what portion or portions thereof are to be) an Alternate Base Rate Loan or a LIBOR Loan and the Interest Period or Interest Periods with respect thereto in the case of LIBOR Loans. In the case of a LIBOR Loan, if no election of an Interest Period is specified in such notice, such notice shall be deemed a request for an Interest Period of one month. If no election is made as to the Type of any Loan, such notice shall be deemed a request for an Alternate Base Rate Loan. Notwithstanding anything to the contrary contained in this Section 2.2, the Borrower shall not have the right to request more than one Borrowing. (d) Notwithstanding any provision to the contrary in this Credit Agreement, the Borrower shall not, in any notice of borrowing under this Section 2.2 request any LIBOR Loan which, if made, would result in an aggregate of more than six (6) separate LIBOR Loans of any Lender being outstanding hereunder at any one time. For purposes of the foregoing, LIBOR Loans having Interest Periods commencing or ending on different days shall be considered separate LIBOR Loans. (e) The aggregate amount of any Borrowing consisting of LIBOR Loans shall be in a minimum aggregate principal amount of $500,000 or such greater amount which is an integral multiple of $100,000 and the aggregate amount of any Borrowing consisting of Alternate Base Rate Loans shall be in a minimum aggregate principal amount of $500,000 or such greater amount which is an integral multiple of $100,000. (f) Notwithstanding any other provision of this Credit Agreement, the Borrower will shall not be entitled to request, or to elect to convert or continue, any Borrowing Borrowing, if the Interest Period requested with respect thereto would end after the Maturity Date. (g) The Administrative Agent shall disburse the proceeds of Loans by depositing them directly to the account specified to the Administrative Agent by the Borrower in writing.

Term Loans and Borrowings. (1a) Subject to The Term Loans shall be made as part of a Borrowing consisting of Term Loans made by the terms and conditions set forth herein, each Tranche B Lenders ratably in accordance with their respective Term Loan Lender severally agrees to make to the Borrower Tranche B Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own accountCommitments. The failure of any Lender to make any the Term Loan required to be made by it will shall not relieve any other Lender of its obligations hereunder; provided that the Term Loan Commitments of the Lenders are several and no Lender will shall be responsible for any other Lender’s 's failure to make a Term Loans Loan as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (2b) Subject to Sections 2.04(7) and 2.11Section 4.03, each the Term Borrowing will on the Closing Date shall be comprised entirely of ABR Loans or Eurocurrency Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency its Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, and such Lender will not be entitled to any amounts payable under Section 2.12 or 2.14 solely in respect of increased costs resulting from, and existing at the time of, such exercise. (3c) At the commencement of each Interest Period for any Eurodollar Term Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000. Term Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of 5 Eurodollar Term Borrowings outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower will shall not be entitled to request, or to elect to convert or continue, any Term Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. (e) The Borrower hereby requests a Term Borrowing on the Closing Date in an amount equal to the Term Loan Commitments. On or prior to the Closing Date, the Borrower will notify the Administrative Agent of the following information in compliance with Section 2.05(b): (i) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing (in which latter case such notification shall be received by the Administrative at least three Business Days prior to the Closing Date); (ii) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period"; and (iii) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Term Borrowing is specified, then the requested Term Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Term Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of the information set forth above in accordance with this Section, the Administrative Agent shall advise each Term Loan Lender of the details thereof and of the amount of such Lender's Term Loan to be made as part of the requested Term Borrowing.

Term Loans and Borrowings. (1a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. (b) Subject to the terms and conditions set forth hereinSection 2.15, each Tranche B Term Loan Lender severally agrees to make to the Borrower Tranche B Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own account. The failure of any Lender to make any Term Loan required to be made by it will not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect Borrowing of Term Loans may not be reborrowed. (2) Subject to Sections 2.04(7) and 2.11, each Borrowing will shall be comprised entirely of ABR Loans or Eurocurrency LIBO Rate Loans as the Borrower Borrowers may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that (i) any exercise of such option will shall not affect the obligation of the Borrower Borrowers to repay such Term Loan in accordance with the terms of this Agreement, (ii) such LIBO Rate Loan shall be deemed to have been made and held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such domestic or foreign branch or Affiliate of such Lender and (iii) in exercising such option, such Lender shall use reasonable efforts to minimize increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.16 shall apply); provided, further, that any such domestic or foreign branch or Affiliate of such Lender shall not be entitled to any amounts payable greater indemnification under Section 2.12 or 2.14 solely 2.18 with respect to such LIBO Rate Loan than that which the applicable Lender was entitled on the date on which such Term Loan was made (except in respect connection with any indemnification entitlement arising as a result of increased costs resulting from, and existing at a Change in Law after the time of, date on which such exerciseTerm Loan was made). (3c) At the commencement of each Interest Period for any LIBO Rate Borrowing of Term Loans, such Borrowing shall comprise an aggregate principal amount that is an integral multiple of $250,000 and not less than $750,000. Each ABR Borrowing of Term Loans when made shall be in a minimum principal amount of $500,000 and an integral multiple of $100,000 in excess thereof. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 5 different Interest Periods in effect for LIBO Rate Borrowings of Term Loans of any single Class at any time outstanding (or such greater number of different Interest Periods as the Administrative Agent may agree from time to time). (d) Notwithstanding any other provision of this Agreement, the Borrower will Borrowers shall not nor shall they be entitled to to, request, or to elect to convert or continue, any Borrowing of Term Loans if the Interest Period requested with respect thereto would end after the Maturity Datematurity date applicable to such Term Loans.

Term Loans and Borrowings. (1a) Subject to the terms and conditions set forth herein, each Tranche B Each Term Loan Lender severally agrees to make to the Borrower Tranche B shall be made as part of a Borrowing consisting of Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on under the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% same Facility and of the principal amount thereof which will be retained same Type made by each funding Tranche B Term Loan Lender for its own accountthe Lenders ratably in accordance with their respective Commitments under the applicable Facility. The failure of any Lender to make any Term Loan required to be made by it will shall not relieve any other Lender of its obligations hereunder; provided provided, that the Commitments of the Lenders are several and no Lender will shall be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (2b) Subject to Sections 2.04(7) and 2.11Section 2.14, each Borrowing will shall be comprised entirely of ABR Base Rate Loans or Eurocurrency Term SOFR Loans as the Borrower Representative may request in accordance herewith. Each Lender at its option may make any ABR Base Rate Loan or Eurocurrency Term SOFR Loan by causing any domestic U.S. or foreign non-U.S. branch or Affiliate of such Lender to make such Term LoanLoan (and in the case of an Affiliate, the provisions of Sections 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided provided, that any exercise of such option will shall not affect the obligation of the any Borrower to repay such Term Loan in accordance with the terms of this Agreement, Agreement and such Lender will shall not be entitled to any amounts payable under Section 2.12 or 2.14 2.15 solely in respect of increased costs resulting from, from such exercise and existing at the time of, of such exercise. (3c) Notwithstanding any other provision [Reserved]. (d) Borrowings of this Agreementmore than one Type and Class may be outstanding at the same time; provided, however, that the Borrower will Representative shall not be entitled to request, or to elect to convert or continue, request any Borrowing that, if made, would result in more than 10 Term SOFR Borrowings outstanding under all Term Facilities at any time. Borrowings having different Interest Periods, regardless of whether they commence on the Interest Period requested with respect thereto would end after the Maturity Datesame date, shall be considered separate Borrowings.

Term Loans and Borrowings. (1a) Subject to the terms and conditions set forth herein, each Tranche B Term Loan Lender severally agrees to make to the Borrower Tranche B Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own account. The failure of any Lender to make any its Term Loan Loans required to be made by it will shall not relieve any other Lender of its obligations hereunder; provided that the Term Loan Commitments of the Lenders are several and no Lender will shall be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowedrequired hereunder. (2b) Subject to Sections 2.04(7) and Section 2.11, each Borrowing will portion of the Term Loans shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each . (c) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to elect, convert or continue any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. (d) Notwithstanding any other provision of this Agreement, each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign office, branch or Affiliate of such Lender (an “Applicable Lending Installation”) to make such Term Loan; provided Loan that any exercise of has been designated by such option will not affect Lender to the obligation of the Borrower to repay such Term Loan in accordance with the Administrative Agent. All terms of this Agreement, and Agreement shall apply to any such Applicable Lending Installation of such Lender and the Term Loans and any Notes issued hereunder executed in connection herewith shall be deemed held by each Lender for the benefit of any such Applicable Lending Installation. Each Lender may, by written notice to the Administrative Agent and the Borrower, designate replacement or additional Applicable Lending Installations through which Term Loans will not be entitled made by it and for whose account Term Loan payments are to be made. Each Lender will promptly notify the Borrower and the Administrative Agent of any amounts payable under event of which it has actual knowledge occurring after the date hereof which will entitle such Lender to compensation pursuant to Section 2.12 and will designate a different Applicable Lending Installation if such designation will avoid the need for, or 2.14 solely in respect of increased costs resulting from, and existing at reduce the time amount of, such exercisecompensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender or contrary to its policies. (3) Notwithstanding any other provision of this Agreement, the Borrower will not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans and Borrowings. (1) Subject to the terms and conditions set forth herein, : (a) each Tranche B B-1 Term Loan Lender severally agrees to make to the Borrower Tranche B B-1 Term Loans denominated in Dollars equal to such Tranche B B-1 Term Loan Lender’s Tranche B B-1 Term Loan Commitment on the Closing ClosingFirst Amendment Effective Date. The ; and (b) each Tranche B B-2 Term Loans will be funded Loan Lender severally agrees to make to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B B-2 Term Loans denominated in Dollars equal to such Tranche B-2 Term Loan Lender for its own accountLender’s Tranche B-2 Term Loan Commitment on the ClosingFirst Amendment Effective Date. The failure of any Lender to make any Term Loan required to be made by it will not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. For the avoidance of doubt, the Tranche B-1 Term Loans and the Tranche B-2 Term Loans will be secured on a pari passu basis as of the ClosingFirst Amendment Effective Date. (2) Subject to Sections 2.04(7) and 2.11, each Borrowing will be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, and such Lender will not be entitled to any amounts payable under Section 2.12 or 2.14 solely in respect of increased costs resulting from, and existing at the time of, such exercise. (3) Notwithstanding any other provision of this Agreement, the Borrower will not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans and Borrowings. (1a) Subject to the terms and conditions set forth herein, each Tranche B Term Loan Lender severally agrees to make to the Borrower Tranche B Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own account. The failure of any Lender to make any Term Loan required to be made by it will shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will shall be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (2b) Subject to Sections 2.04(7) and Section 2.11, each Borrowing will shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, Agreement and such Lender will shall not be entitled to any amounts payable under Section 2.12 2.13 or 2.14 2.15 solely in respect of increased costs resulting from, from such exercise and existing at the time of, of such exercise. (3c) Notwithstanding any other provision of this Agreement, the Borrower will shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans and Borrowings. (1) Subject to the terms and conditions set forth herein, : (a) each Tranche B B-1 Term Loan Lender severally agrees to make to the Borrower Tranche B B-1 Term Loans denominated in Dollars equal to such Tranche B B-1 Term Loan Lender’s Tranche B B-1 Term Loan Commitment on the Closing Date. The ; and (b) each Tranche B B-2 Term Loans will be funded Loan Lender severally agrees to make to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B B-2 Term Loans denominated in Dollars equal to such Tranche B-2 Term Loan Lender for its own accountLender’s Tranche B-2 Term Loan Commitment on the Closing Date. The failure of any Lender to make any Term Loan required to be made by it will not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. For the avoidance of doubt, the Tranche B-1 Term Loans and the Tranche B-2 Term Loans will be secured on a pari passu basis as of the Closing Date. (2) Subject to Sections 2.04(7) and 2.11, each Borrowing will be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, and such Lender will not be entitled to any amounts payable under Section 2.12 or 2.14 solely in respect of increased costs resulting from, and existing at the time of, such exercise. (3) Notwithstanding any other provision of this Agreement, the Borrower will not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans and Borrowings. (1) Subject to the terms and conditions set forth herein, : (a) each Tranche B B-1 Term Loan Lender severally agrees to make to the Borrower Tranche B B-1, Term Loans denominated in Dollars equal to such Tranche B B-1 Term Loan Lender’s Tranche B B-1 Term Loan Commitment on the Closing FirstSecond Amendment Effective Date. The ; and (b) each Tranche B B-2 Term Loans will be funded Loan Lender severally agrees to make to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B B-2 Term Loans denominated in Dollars equal to such Tranche B-2 Term Loan Lender for its own account. The failure of any Lender to make any Lender’s Tranche B-2 Term Loan required to be made by it will not relieve any other Lender of its obligations hereunder; provided that Commitment on the Commitments of the Lenders are several and no Lender will be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowedFirst Amendment Effective Date. (2) Subject to Sections 2.04(7) and 2.11, each Borrowing will be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, and such Lender will not be entitled to any amounts payable under Section 2.12 or 2.14 solely in respect of increased costs resulting from, and existing at the time of, such exercise. (3) Notwithstanding any other provision of this Agreement, the Borrower will not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans and Borrowings. (1) Subject to the terms and conditions set forth herein, each Tranche B Initial Term Loan Lender severally agrees to make to the Borrower Tranche B Borrowers the Initial Term Loans denominated in Dollars equal to such Tranche B Initial Term Loan Lender’s Tranche B Initial Term Loan Commitment on the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own account. The failure of any Lender to make any Term Loan required to be made by it will not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (2) Subject to Sections 2.04(7) and 2.11, each Borrowing will be comprised entirely of ABR Loans or Eurocurrency Loans as any of the Borrower Borrowers may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will not affect the obligation of the Borrower Borrowers to repay such Term Loan in accordance with the terms of this Agreement, and such Lender will not be entitled to any amounts payable under Section 2.12 or 2.14 solely in respect of increased costs resulting from, and existing at the time of, such exercise. (3) Notwithstanding any other provision of this Agreement, the Borrower Borrowers will not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans and Borrowings. (1a) Subject to the terms and conditions set forth herein, each Tranche B Each Term Loan Lender severally agrees to make to the Borrower Tranche B shall be made as part of a Borrowing consisting of Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on under the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% same Facility and of the principal amount thereof which will be retained same Type made by each funding Tranche B Term Loan Lender for its own accountthe Lenders ratably in accordance with their respective Commitments under the applicable Facility. The failure of any Lender to make any Term Loan required to be made by it will shall not relieve any other Lender of its obligations hereunder; provided provided, that the Commitments of the Lenders are several and no Lender will shall be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (2b) Subject to Sections 2.04(7) and 2.11Section 2.14, each Borrowing will shall be comprised entirely of ABR Base Rate Loans or Eurocurrency Eurodollar Rate Loans as the Borrower Representative may request in accordance herewith. Each Lender at its option may make any ABR Base Rate Loan or Eurocurrency Eurodollar Rate Loan by causing any domestic U.S. or foreign non-U.S. branch or Affiliate of such Lender to make such Term LoanLoan (and in the case of an Affiliate, the provisions of Sections 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided provided, that any exercise of such option will shall not affect the obligation of the any Borrower to repay such Term Loan in accordance with the terms of this Agreement, Agreement and such Lender will shall not be entitled to any amounts payable under Section 2.12 or 2.14 2.15 solely in respect of increased costs resulting from, from such exercise and existing at the time of, of such exercise. (3c) Notwithstanding any other provision [Reserved]. (d) Borrowings of this Agreementmore than one Type and Class may be outstanding at the same time; provided, however, that the Borrower will Representative shall not be entitled to request, or to elect to convert or continue, request any Borrowing that, if made, would result in more than 10 Eurodollar Rate Borrowings outstanding under all Term Facilities at any time. Borrowings having different Interest Periods, regardless of whether they commence on the Interest Period requested with respect thereto would end after the Maturity Datesame date, shall be considered separate Borrowings.

Term Loans and Borrowings. (1) Subject to the terms and conditions set forth herein, each Tranche B Term Loan Lender severally agrees to make to the Borrower Tranche B Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date. The Tranche B Date (the “Initial Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own accountLoans”). The failure of any Lender to make any Initial Term Loan required to be made by it will not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will be responsible for any other Lender’s failure to make Initial Term Loans as required. Amounts paid or prepaid in respect of Initial Term Loans may not be reborrowed. A portion of the proceeds of the Initial Term Loans equal to the aggregate principal amount of the Impax Convertible Notes outstanding on the Closing Date shall be deposited by (or at the direction of) the Borrower into the Escrow Account (the “Escrowed Funds”). (2) Subject to Sections 2.04(7) and 2.11, each Borrowing will be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, and such Lender will not be entitled to any amounts payable under Section 2.12 or 2.14 solely in respect of increased costs resulting from, and existing at the time of, such exercise. (3) Notwithstanding anything to the contrary contained herein, the funded portion of the Initial Term Loans (i.e., the amount advanced in cash to the Borrower on the Closing Date) will be equal to 99.50% of the principal amount of such Term Loan (it being agreed that the Borrower is obligated to repay 100.00% of the principal amount of the Initial Term Loans, the Initial Term Loans will amortize based on 100.00% of the principal amount of the Initial Term Loan and interest will accrue on 100.00% of the principal amount of the Initial Term Loan, in each case as provided herein). (4) Notwithstanding any other provision of this Agreement, the Borrower will not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans and Borrowings. (1a) Subject to the terms and conditions set forth herein, (i) each Tranche B Term Loan Lender severally agrees to make to the Borrower Tranche B Term Loans denominated in Dollars equal to such Tranche B Lender’s Commitment on the Closing Date and (ii) each 2018 Incremental Term Loan Lender agrees to make to the Borrower Incremental Term Loans denominated in Dollars equal to such Lender’s Tranche B 2018 Incremental Term Loan Commitment on the Closing Incremental Amendment Effective Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own account. The failure of any Lender to make any Term Loan required to be made by it will shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will shall be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. The 2018 Incremental Term Loan Commitments will terminate in full upon the making of the 2018 Incremental Term Loans on the Incremental Amendment Effective Date. (2b) Subject to Sections 2.04(7) and 2.11Section 2.12, each Borrowing will shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, Agreement and such Lender will shall not be entitled to any amounts payable under Section 2.12 2.13 or 2.14 Section 2.15 solely in respect of increased costs resulting from, from such exercise and existing at the time of, of such exercise. (3c) Notwithstanding any other provision of this Agreement, the Borrower will shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans and Borrowings. (1) Subject to the terms and conditions set forth herein, each Tranche B Term Loan Lender severally agrees to make to the Borrower Tranche B Term Loans denominated in Dollars equal to such Tranche B Term Loan LenderXxxxxx’s Tranche B Term Loan Commitment on the Closing Date. The Tranche B Date (the “Initial Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own accountLoans”). The failure of any Lender to make any Initial Term Loan required to be made by it will not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will be responsible for any other Lender’s failure to make Initial Term Loans as required. Amounts paid or prepaid in respect of Initial Term Loans may not be reborrowed. A portion of the proceeds of the Initial Term Loans equal to the aggregate principal amount of the Impax Convertible Notes outstanding on the Closing Date shall 89 US-DOCS\97700238.15141444430.9 be deposited by (or at the direction of) the Borrower into the Escrow Account (the “Escrowed Funds”). (2) Subject to Sections 2.04(7) and 2.11, each Borrowing will be comprised entirely of ABR Loans or Eurocurrency EurocurrencyTerm Benchmark Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency EurocurrencyTerm Benchmark Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, and such Lender will not be entitled to any amounts payable under Section 2.12 or 2.14 solely in respect of increased costs resulting from, and existing at the time of, such exercise. (3) Notwithstanding anything to the contrary contained herein, the funded portion of the Initial Term Loans (i.e., the amount advanced in cash to the Borrower on the Closing Date) will be equal to 99.50% of the principal amount of such Term Loan (it being agreed that the Borrower is obligated to repay 100.00% of the principal amount of the Initial Term Loans, the Initial Term Loans will amortize based on 100.00% of the principal amount of the Initial Term Loan and interest will accrue on 100.00% of the principal amount of the Initial Term Loan, in each case as provided herein). (4) Notwithstanding any other provision of this Agreement, the Borrower will not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans and Borrowings. (1) Subject to the terms and conditions set forth hereinherein and in the DIP Financing Orders, each Tranche B Term Loan Lender severally the Commitment Lxxxxx agrees to make to the Borrower Tranche B Borrowers the Term Loans denominated in Dollars equal in up to such Tranche B two (2) advances (i) on or about the Closing Date (the Term Loan Lender’s Tranche B made on such date, the “Interim Order Term Loan”) and (ii) on or after the Final Order Availability Date (the Term Loan Commitment made on such date, the Closing Date. The Tranche B “Final Order Term Loans will Loan”), in each case, in an aggregate principal amount not to exceed its Commitment; provided, that: (a) the Interim Order Term Loan shall be funded by the Commitment Lender (x) in the amount set forth under the heading “Interim Order Term Loan Commitments – Interim Order Term Loans” on Schedule 2.01, multiplied by (y) a fraction the numerator of which is the amount approved by the Bankruptcy Court in the Interim DIP Financing Order and the denominator of which is $100,000,000; and (b) the Final Order Term Loan shall be funded by the Commitment Lender in accordance with its Commitment as set forth under the heading “Final Order Term Loan Commitments – Final Order Term Loans” on Schedule 2.01 and in an amount up to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own account. Final Order Availability Amount. (2) The failure of any Lender to make any Term Loan required to be made by it will not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Commitment Lenders are several and no Lender will shall be responsible reduced dollar for dollar immediately after the funding of any other Lender’s failure to make Term Loans as requiredthereunder and any unused Commitments shall terminate, upon the earlier of (x) the funding of the Final Order Term Loan and (y) the Commitment Termination Date. Each Borrowing shall be of the same Type made on the same day by the Commitment Lender. Amounts paid borrowed under Section 2.01(1) and repaid or prepaid in respect of Term Loans may not be reborrowed. (23) Subject to Sections 2.04(7) and 2.11, each Borrowing will be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will not affect the obligation Proceeds of the Borrower to repay such Term Loan in accordance with the terms Loans, net of this Agreement, and such Lender will not be entitled to payment of any amounts payable under Section 2.12 or 2.14 required to be paid to other Persons pursuant to the drawing conditions, shall be deposited in the DIP Account and used solely in respect of increased costs resulting from, and existing at the time of, such exerciseas permitted herein. (34) Notwithstanding any other provision (i) Following the Closing Date and prior to the Final Order Entry Date, the Backstop Parties may deliver to the Administrative Agent certain modifications to Schedule 2.01 as agreed between the Backstop Parties with respect to the Closing Date allocations of Term Loans and Commitments hereunder; provided, that, the aggregate Commitments shall not be less than $275,000,000. The schedule delivered pursuant to the preceding sentence of this AgreementSection 2.01(4)(i) shall be deemed to modify Schedule 2.01 for all purposes hereunder and be conclusive and binding absent manifest error. The parties hereto agree that the Administrative Agent may conclusively rely on such schedule and this provision in adjusting the Register to reflect the Term Loans and Commitment of each Lender. In connection with the delivery of such modifications to Schedule 2.01, the Borrower Administrative Agent and the Lenders will not be entitled undertake such reallocations to requestthe Term Loans and Commitments necessary to implement the holdings set forth on the schedule attached to the Allocation Commitment Notice. In connection therewith, or certain Lenders may purchase a portion of the Term Loans of, and receive an assignment of unused Commitments from, certain other Lenders, to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after extent necessary so that each Lender holds its pro rata share of the Maturity Dateunused Commitments and outstanding Term Loans as reflected on such modified schedule.

Term Loans and Borrowings. (1) Subject to the terms and conditions set forth herein, each Tranche B Term Loan Lender severally agrees to make to the Borrower Tranche B Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.250.50% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own account. The failure of any Lender to make any Term Loan required to be made by it will not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (2) Subject to Sections 2.04(7) and 2.11, each Borrowing will be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, and such Lender will not be entitled to any amounts payable under Section 2.12 or 2.14 solely in respect of increased costs resulting from, and existing at the time of, such exercise. (3) Notwithstanding any other provision of this Agreement, the Borrower will not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans and Borrowings. (1) Subject to the terms and conditions set forth herein, each Tranche B Each Term Loan Lender severally agrees to make to the Borrower Tranche B shall be made as part of a Borrowing consisting of Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained same Type made by each funding Tranche B Term Loan Lender for its own accountthe Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Term Loan required to be made by it will shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will shall be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (2) i. Subject to Sections 2.04(7) and 2.11Section 2.14, each Borrowing will shall be comprised entirely of ABR Term Loans or Eurocurrency EurodollarTerm Benchmark Term Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency EurodollarTerm Benchmark Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, Agreement and such Lender will shall not be entitled to any amounts payable increase the obligation of the Borrower under Section 2.12 2.15 or 2.14 solely Section 2.17. ii. At the commencement of each Interest Period for any EurodollarTerm Benchmark Borrowing, such Borrowing shall be in respect an aggregate amount that is an integral multiple of increased costs resulting from$1,000,000 and not less than $10,000,000. At the time that each ABR Borrowing and/or RFR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and existing not less than $10,000,000. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time of, such exercisebe more than a total of eight EurodollarTerm Benchmark Borrowings and RFR Borrowings outstanding. (3) iii. Notwithstanding any other provision of this Agreement, the Borrower will shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans and Borrowings. (1a) Each Term Loan shall be made as part of a Borrowing made by the Lender. The Term Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) in an integral multiple of $100,000 and not less than $100,000 or (ii) equal to the remaining Availability. (b) Subject to the terms and conditions set forth herein, each Tranche B Term Loan Lender severally agrees to make to the Borrower Tranche B Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own account. The failure of any Lender to make any Term Loan required to be made by it will not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (2) Subject to Sections 2.04(7) and 2.11Section 2.12, each Borrowing will shall be comprised entirely of an ABR Loans Borrowing or Eurocurrency Loans a LIBO Rate Borrowing as the Borrower may request in accordance herewith. Each The Lender at its option may make any ABR Loan or Eurocurrency Loan a LIBO Rate Borrowing by causing any domestic or foreign branch or Affiliate of such the Lender to make such Term LoanLIBO Rate Borrowing; provided that (i) any exercise of such option will shall not affect the obligation of the Borrower to repay such the Term Loan Loans in accordance with the terms of this Agreement, and (ii) in exercising such option, the Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBO Rate or increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be entitled compensated hereunder or that it otherwise determines would be disadvantageous to any amounts payable it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.12 or 2.14 solely in respect of increased costs resulting from, and existing at the time of, such exercise2.13 shall apply). (3c) At the commencement of each Interest Period for any LIBO Rate Borrowing, such Borrowing shall comprise an aggregate principal amount that is an integral multiple of $100,000 and not less than $100,000. Each ABR Borrowing when made shall be in a minimum principal amount of $100,000; provided that an ABR Borrowing may be maintained in a lesser amount equal to the difference between the aggregate principal amount of all other Borrowings and the total amount of Term Loans at such time outstanding. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBO Rate Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower will shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans and Borrowings. (1a) Subject to the terms and conditions set forth herein, each Tranche B Term Loan Lender severally agrees to make to the Borrower Tranche B Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own account. The failure of any Lender to make any Term Loan required to be made by it will shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will shall be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (2b) Subject to Sections 2.04(7) and Section 2.11, each Borrowing will shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, Agreement and such Lender will shall not be entitled to any amounts payable under Section 2.12 2.13 or 2.14 2.15 solely in respect of increased costs resulting from, from such exercise and existing at the time of, of such exercise. (3c) Notwithstanding any other provision of this Agreement, the Borrower will shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. (d) Subject to the terms and conditions set forth in the Fourth Amendment, each Lender listed on Schedule I to the Fourth Amendment severally agrees to make to the Borrower additional Term Loans (such additional Term Loans to be drawn as Incremental Term Loans, with the same terms and conditions as the Term Loans outstanding on the Fourth Amendment Effective Date), denominated in Dollars, in a principal amount equal to the principal amount set forth opposite such Lender’s name on Schedule I to the Fourth Amendment, on the Fourth Amendment Effective Date. The failure of any such Lender to make any such additional Term Loan required to be made by it shall not relieve any other such Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

Term Loans and Borrowings. (1a) Subject to the terms and conditions set forth herein, each Tranche B Each Term Loan Lender severally agrees to make to the Borrower Tranche B shall be made as part of a Borrowing consisting of Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained same Class and Type made by each funding Tranche B Term Loan Lender for its own accountthe Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Term Loan required to be made by it will shall not relieve any other Lender of its obligations hereunder; , provided that the Commitments of the Lenders are several and other than as expressly provided herein with respect to a Defaulting Lender, no Lender will shall be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowedrequired hereby. (2b) Subject to Sections 2.04(7) and 2.11Section 2.14, each Term Borrowing will shall be comprised entirely of ABR Loans or Eurocurrency Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, and such Lender will not be entitled to any amounts payable under Section 2.12 or 2.14 solely in respect of increased costs resulting from, and existing at the time of, such exercise. (3c) Notwithstanding any other provision At the commencement of this Agreement, the Borrower will not be entitled to request, or to elect to convert or continue, any Borrowing if the each Interest Period requested with respect thereto would end after for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Maturity DateBorrowing Multiple and not less than the Borrowing Minimum; provided that a Eurodollar Borrowing that results from a continuation of an outstanding Eurodollar Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of eight (8) Eurodollar Borrowings outstanding (or such greater number that may be acceptable to the Administrative Agent).

Term Loans and Borrowings. (1a) Subject to the terms and conditions set forth herein, each Tranche B Term Loan Lender Lender, severally agrees agrees, to make to the Borrower Tranche B Borrower, Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own account. The failure of any Lender to make any Term Loan required to be made by it will shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will shall be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (2b) Subject to Sections 2.04(7) and 2.11Section 2.12, each Borrowing will shall be comprised entirely of ABR Loans or Eurocurrency Term SOFR Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Term SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, Agreement and such Lender will shall not be entitled to any amounts payable under Section 2.12 2.13 or 2.14 Section 2.15 solely in respect of increased costs resulting from, from such exercise and existing at the time of, of such exercise. (3c) Notwithstanding any other provision of this Agreement, the Borrower will shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans and Borrowings. (1) Subject to the terms and conditions set forth herein, each Tranche B Initial Term Loan Lender severally agrees to make to the Borrower Tranche B Borrowers the Initial Term Loans denominated in Dollars in an amount equal to such Tranche B Initial Term Loan Lender’s Tranche B Initial Term Loan Commitment on the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own account. The failure of any Lender to make any Term Loan required to be made by it will not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will be responsible for any other Lender’s failure to make Term Loans as requiredDate in a single borrowing. Amounts paid borrowed under this Section 2.01(1) and repaid or prepaid in respect of Term Loans may not be reborrowed. (2) Subject to the terms and conditions herein set forth, each Lender with a DDTL Commitment agrees to make Delayed Draw Term Loans (each date on which Delayed Draw Term Loans are funded being referred to herein as a “DDTL Borrowing Date”), to the Borrower at any time and from time to time during the DDTL Availability Period; provided that, after giving effect to any borrowing of the Delayed Draw Term Loans, (x) the aggregate amount of Delayed Draw Term Loans made by the DDTl Lenders shall not exceed the aggregate DDTL Commitments of the DDTL Lenders (as the same may be reduced from time to time), and (y) no DDTL Lender’s outstanding Delayed Draw Term Loans shall exceed such DDTL Lender’s DDTL Commitment (as the same may be, subject to paragraphs (3) and (4) of this Section 2.04, reduced from time to time). The DDTL Facility is not a revolving credit facility and payments of principal on the Delayed Draw Term Loans shall permanently reduce the Delayed Draw Term Loans. The Borrower may request a Delayed Draw Term Loan in a minimum amount of $5,000,000. (a) Following the Closing Date and prior to October 19, 2023 (the “Participation Deadline”), the Backstop Parties may deliver to the Administrative Agent certain modifications to Schedule 2.01(1) and/or Schedule 2.01(2) as agreed between the Backstop Parties with respect to the Closing Date allocations of Term Loans and Commitments hereunder; provided that, (i) the aggregate Initial Term Loan Commitments shall not be less than $150,000,000 and (ii) the aggregate DDTL Commitments shall not be less than $25,000,000. (b) The schedules delivered pursuant to the preceding sentence of this Section 2.01(3) shall be deemed to modify Schedule 2.01(1) and/or Schedule 2.01(2) for all purposes hereunder and be conclusive and binding absent manifest error. The parties hereto agree that the Administrative Agent may conclusively rely on such schedules and this provision in adjusting the Register to reflect the Initial Term Loans, Initial Term Loan Commitments, Delayed Draw Term Loans and DDTL Commitments of each Lender. (c) In connection with the delivery of such modifications to Schedule 2.01(1) and/or Schedule 2.01(2), the Administrative Agent and the Lenders will undertake such reallocations to the Term Loans and Commitments necessary to implement the holdings set forth on the schedules attached to the Allocation Commitment Notice. In connection therewith, certain Lenders may purchase a portion of the Term Loans of, and receive an assignment of unused Commitments from, certain other Lenders, to the extent necessary so that each Lender holds its pro rata share of the unused Commitments and outstanding Term Loans as reflected on such modified schedule. (a) So long as the Borrowers shall have received the schedules described in clause (3) of this Section 2.01 from the Backstop Parties or their respective financial advisors prior to the Participation Deadline, the Borrower and the Backstop Parties shall deliver to the Administrative Agent a written notice (the “Allocation Commitment Notice”), which shall attach schedules identifying each Lender and the amount of its Commitment and each Lender that is not a Backstop Party shall deliver to the Administrative Agent a joinder to this Agreement executed by such Lxxxxx and the Borrower, pursuant to which, inter alia, such Lender shall have and shall represent and warrant that it has delivered to the Administrative Agent a completed Administrative Questionnaire, such documentation and other information under applicable “know your customer” and anti-money laundering rules and regulations requested by the Administrative Agent and such documentation and other information required under Section 2.14. (b) The schedules delivered pursuant to the preceding sentence of this Section 2.01(4) shall be deemed to modify Schedule 2.01(1) and/or Schedule 2.01(2) for all purposes hereunder be conclusive and binding absent manifest error. The parties hereto agree that the Administrative Agent may conclusively rely on the Allocation Commitment Notice and this provision in adjusting the Register to reflect the Term Loans and Commitment of each Lender. (c) In connection with the Allocation Commitment Notice, the Administrative Agent and the Lenders will undertake such reallocations to the Term Loans and Commitments necessary to implement the holdings set forth on the schedule attached to the Allocation Commitment Notice. In connection therewith, new Lenders shall purchase (for cash at face value) a portion of the Term Loans of the initial Lenders, and such new Lenders shall receive an assignment of unused Commitments from such initial Lenders, to the extent necessary so that each Lender holds its pro rata share of the unused Commitments and outstanding Term Loans as of the Participation Deadline; provided that: (i) no assignment fee (including any such fee specified in Section 10.04) shall be payable in respect of such purchase and assignment; (ii) each initial Lender shall receive payment on the Participation Deadline of an amount equal to the outstanding principal of the Term Loans purchased from it by new Lenders together with accrued interest, accrued fees and all other amounts payable to it in respect of the Term Loans purchased from it and the Commitments assigned by it under this Section 2.01(4), from the relevant new Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); and (iii) each initial Lender and each relevant new Lender shall be deemed to have executed and delivered an Assignment and Assumption upon the payment to such initial Lender of the amounts contemplated by this Section 2.01(4) in accordance with the wire transfer instructions for such initial Lender on file with Administrative Agent. (5) Subject to Sections 2.04(7) and 2.11, each Borrowing will be comprised entirely of ABR Loans or Eurocurrency SOFR Loans as any of the Borrower Borrowers may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will not affect the obligation of the Borrower Borrowers to repay such Term Loan in accordance with the terms of this Agreement, and such Lender will not be entitled to any amounts payable under Section 2.12 or 2.14 solely in respect of increased costs resulting from, and existing at the time of, such exercise. (36) Notwithstanding any other provision of this Agreement, the Borrower Borrowers will not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. (a) Pursuant to Section 2.09, the Borrowers are required to pay the Commitment Fee on the Closing Date. Such fees are deemed fully earned on the Closing Date and Paid in Kind on the Closing Date. (b) Such payment of such fees was effected pursuant to a deemed addition to the outstanding principal amount of Initial Term Loans (without reducing the Commitment Lender’s Initial Term Loan Commitments or DDTL Commitments) on the Closing Date in the aggregate principal amount equal to the amount of the Commitment Fee, which additional Initial Term Loans have the same pricing, rights, privileges, restrictions and other terms as otherwise attach to all other Initial Term Loans (whether or not any Term Loans are outstanding as of such time), and were made automatically and immediately upon and concurrently with the occurrence of the Closing Date, without requirement for any cash to be advanced by any Lender. The Borrowers hereby agree that they shall be deemed to have incurred Initial Term Loans in such amount automatically as of the Closing Date by operation of the provisions hereof, without any further action by any Person, and that all Initial Term Loans and Obligations in respect thereof shall be deemed outstanding from such date, and interest shall accrue thereon from such date in the same manner as interest would accrue on the other Initial Term Loans hereunder as if made on such date.

Term Loans and Borrowings. (1) Subject to the terms and conditions set forth herein, each Tranche B Initial Term Loan Lender severally agrees to make to the Borrower Tranche B Initial Term Loans denominated in Dollars equal to such Tranche B Initial Term Loan Lender’s Tranche B Initial Term Loan Commitment on the Closing Date. The Tranche B Initial Term Loans will be funded to the Borrower net of an upfront fee of 0.251.00% of the principal amount thereof which will be retained by each funding Tranche B Initial Term Loan Lender for its own account. The failure of any Lender to make any Term Loan required to be made by it will not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (2) Subject to Sections 2.04(7) and 2.11, each Borrowing will be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, and such Lender will not be entitled to any amounts payable under Section 2.12 or 2.14 solely in respect of increased costs resulting from, and existing at the time of, such exercise. (3) Notwithstanding any other provision of this Agreement, the Borrower will not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans and Borrowings. (1a) Subject to the terms and conditions set forth herein, each Tranche B Each Term Loan Lender severally agrees to make to the Borrower Tranche B shall be made as part of a Borrowing consisting of Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on under the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% same Facility and of the principal amount thereof which will be retained same Type made by each funding Tranche B Term Loan Lender for its own accountthe Lenders ratably in accordance with their respective Commitments under the applicable Facility. The failure of any Lender to make any Term Loan required to be made by it will shall not relieve any other Lender of its obligations hereunder; provided provided, that the Commitments of the Lenders are several and no Lender will shall be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (2b) Subject to Sections 2.04(7) and 2.11Section 2.14, each Borrowing will shall be comprised entirely of ABR Base Rate Loans or Eurocurrency Eurodollar Rate Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Base Rate Loan or Eurocurrency Eurodollar Rate Loan by causing any domestic U.S. or foreign non-U.S. branch or Affiliate of such Lender to make such Term LoanLoan (and in the case of an Affiliate, the provisions of Sections 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided provided, that any exercise of such option will shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, Agreement and such Lender will shall not be entitled to any amounts payable under Section 2.12 or 2.14 2.15 solely in respect of increased costs resulting from, from such exercise and existing at the time of, of such exercise. (3c) Notwithstanding any other provision Borrowings of this Agreementmore than one Type and Class may be outstanding at the same time; provided, however, that the Borrower will shall not be entitled to request, or to elect to convert or continue, request any Borrowing that, if made, would result in more than 10 Eurodollar Rate Borrowings outstanding under all Term Facilities at any time. Borrowings having different Interest Periods, regardless of whether they commence on the Interest Period requested with respect thereto would end after the Maturity Datesame date, shall be considered separate Borrowings.

Term Loans and Borrowings. (1) Subject to the terms and conditions set forth herein, each Tranche B Term Loan Lender severally agrees to make to the Borrower Tranche B Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date. The Tranche B Date (the “Initial Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own accountLoans”). The failure of any Lender to make any Initial Term Loan required to be made by it will not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will be responsible for any other Lender’s failure to make Initial Term Loans as required. Amounts paid or prepaid in respect of Initial Term Loans may not be reborrowed. A portion of the proceeds of the Initial Term Loans equal to the aggregate principal amount of the Impax Convertible Notes outstanding on the Closing Date shall be deposited by (or at the direction of) the Borrower into the Escrow Account (the “Escrowed Funds”). (2) Subject to Sections 2.04(7) and 2.11, each Borrowing will be comprised entirely of ABR Loans or Eurocurrency Term Benchmark Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Term Benchmark Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, and such Lender will not be entitled to any amounts payable under Section 2.12 or 2.14 solely in respect of increased costs resulting from, and existing at the time of, such exercise. (3) Notwithstanding anything to the contrary contained herein, the funded portion of the Initial Term Loans (i.e., the amount advanced in cash to the Borrower on the Closing Date) will be equal to 99.50% of the principal amount of such Term Loan (it being agreed that the Borrower is obligated to repay 100.00% of the principal amount of the Initial Term Loans, the Initial Term Loans will amortize based on 100.00% of the principal amount of the Initial Term Loan and interest will accrue on 100.00% of the principal amount of the Initial Term Loan, in each case as provided herein). (4) Notwithstanding any other provision of this Agreement, the Borrower will not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans and Borrowings. (1) Subject to the terms and conditions set forth herein, each Tranche B Term Loan Lender severally agrees to make to the Borrower Tranche B Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own account. The failure of any Lender to make any Term Loan required to be made by it will not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (2) Subject to Sections 2.04(7) and 2.11, each Borrowing will be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, and such Lender will not be entitled to any amounts payable under Section 2.12 or 2.14 solely in respect of increased costs resulting from, and existing at the time of, such exercise. (3) Notwithstanding anything to the contrary contained herein, the funded portion of each Term Loan (i.e., the amount advanced in cash to the Borrower on the Closing Date) will be equal to 99.50% of the principal amount of such Term Loan (it being agreed that the Borrower is obligated to repay 100.00% of the principal amount of each such Term Loan, the Term Loans will amortize based on 100.00% of the principal amount of each such Term Loan and interest will accrue on 100.00% of the principal amount of each such Term Loan, in each case as provided herein). (4) Notwithstanding any other provision of this Agreement, the Borrower will not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans and Borrowings. (1) Subject to the terms and conditions set forth hereinhereinin the Existing Credit Agreement, each Tranche B Term Loan Lender severally agrees to make makewith an Original Commitment on the Original Closing Date made to the Borrower Tranche B Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Original Commitment on the Original Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own account. The failure of any Lender to make any Term Loan required to be made by it will not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender will be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of such Term Loans may not be reborrowed. (2) Subject to the terms and conditions set forth in the 2019 Extension Amendment, each 2019 Extending Term Lender severally agrees to convert, on the Amendment No. 2 Effective Date, the aggregate principal amount of its Term Loans issued in accordance with Section 2.01(1) above, that is outstanding immediately prior to the Amendment No. 2 Effective Date, into an equal principal amount of, at the option of such Lender, Cash Pay Extended Term Loans or Cash Pay/PIK Extended Term Loans, or combination of both, on the terms and subject to the conditions set forth in the 2019 Extension Amendment. Amounts borrowed, converted or exchanged under this Section 2.01(2) and paid or prepaid may not be reborrowed. (3) (2) Subject to Sections 2.04(7) and 2.11, each Borrowing is or will be comprised entirely of ABR Loans or Eurocurrency Loans as the Lead Borrower may request requesthas requested in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will not affect the obligation of the Borrower BorrowerBorrowers to repay such Term Loan in accordance with the terms of this Agreement, and such Lender will not be entitled to any amounts payable under Section 2.12 or 2.14 solely in respect of increased costs resulting from, and existing at the time of, such exercise. (3) Notwithstanding any other provision of this Agreement, the Borrower will not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Term Loans and Borrowings. (1a) Subject to the terms and conditions set forth herein, each Tranche B Each Term Loan Lender severally agrees to make to the Borrower Tranche B shall be made as part of a Borrowing consisting of Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on under the Closing Date. The Tranche B Term Loans will be funded to the Borrower net of an upfront fee of 0.25% same Facility and of the principal amount thereof which will be retained same Type made by each funding Tranche B Term Loan Lender for its own accountthe Lenders ratably in accordance with their respective Commitments under the applicable Facility. The failure of any Lender to make any Term Loan required to be made by it will shall not relieve any other Lender of its obligations hereunder; provided provided, that the Commitments of the Lenders are several and no Lender will shall be responsible for any other Lender’s failure to make Term Loans as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (2b) Subject to Sections 2.04(7) and 2.11Section 2.14, each Borrowing will shall be comprised entirely of ABR Base Rate Loans or Eurocurrency Eurodollar RateTerm SOFR Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Base Rate Loan or Eurocurrency Eurodollar RateTerm SOFR Loan by causing any domestic U.S. or foreign non-U.S. branch or Affiliate of such Lender to make such Term LoanLoan (and in the case of an Affiliate, the provisions of Sections 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided provided, that any exercise of such option will shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, Agreement and such Lender will shall not be entitled to any amounts payable under Section 2.12 or 2.14 2.15 solely in respect of increased costs resulting from, from such exercise and existing at the time of, of such exercise. (3c) Notwithstanding any other provision Borrowings of this Agreementmore than one Type and Class may be outstanding at the same time; provided, however, that the Borrower will shall not be entitled to request, or to elect to convert or continue, request any Borrowing that, if made, would result in more than 10 Eurodollar RateTerm SOFR Borrowings outstanding under all Term Facilities at any time. Borrowings having different Interest Periods, regardless of whether they commence on the Interest Period requested with respect thereto would end after the Maturity Datesame date, shall be considered separate Borrowings.

Term Loans and Borrowings. (1a) Subject to the terms and conditions set forth herein, each Tranche B Term Loan Lender severally agrees to make to the Borrower Tranche B The Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date. The Tranche B under a Facility shall be made as part of a Borrowing consisting of Term Loans will be funded to under such Facility made by the Borrower net of an upfront fee of 0.25% of the principal amount thereof which will be retained by each funding Tranche B Term Loan Lender for its own accountLenders ratably in accordance with their respective Commitments under such Facility. The failure of any Lender to make any the Term Loan required to be made by it will shall not relieve any other Lender of its obligations hereunder; provided that the Term Loan Commitments of the Lenders are several and no Lender will shall be responsible for any other Lender’s 's failure to make a Term Loans Loan as required. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (2b) Subject to Sections 2.04(7) and 2.11Section 4.03, each Borrowing will the Term Borrowings on the Closing Date shall be comprised entirely of ABR Loans or Eurocurrency Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Loan of its Term Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, and such Lender will not be entitled to any amounts payable under Section 2.12 or 2.14 solely in respect of increased costs resulting from, and existing at the time of, such exercise. (3c) At the commencement of each Interest Period for any Eurodollar Term Borrowing, each such Borrowing shall be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000. Term Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of 5 Eurodollar Term Borrowings outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower will shall not be entitled to request, or to elect to convert or continue, any Term Borrowing if the Interest Period requested with respect thereto would end after the respective Term Maturity Date. (e) The Borrower hereby requests Term Borrowings on the Closing Date in an amount equal to the Term Loan Commitments. On or prior to the Closing Date, the Borrower will notify the Administrative Agent of the following information in compliance with Section 2.05(b): (i) whether each such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing (in which latter case such notification shall be received by the Administrative at least three Business Days prior to the Closing Date); (ii) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period"; and (iii) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Term Borrowing is specified, then the requested Term Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Term Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of the information set forth above in accordance with this Section, the Administrative Agent shall advise each Term Loan Lender of the details thereof and of the amount of such Lender's Term Loan to be made as part of the requested Term Borrowing.