Aggregate Limit on Exclusion of Immaterial Subsidiaries. If at any time the Consolidated Total Assets as at the end of the fiscal quarter most recently then ended or Consolidated EBITDA, for the four consecutive fiscal quarters most recently then ended, in each case, attributable to all Immaterial Subsidiaries (excluding Unrestricted Subsidiaries and any Excluded Subsidiaries that constitute Excluded Subsidiaries for a reason other than being an Immaterial Subsidiary) that are not Loan Parties exceeds ten percent (10.0%) of the Consolidated Total Assets or Consolidated EBITDA, as applicable, for such period, the Borrower shall, not later than the next Quarterly Reporting Date, take the joinder actions required pursuant to [Section 6.11(a)] with respect to such Immaterial Subsidiaries as it shall determine are necessary to ensure that the Consolidated Total Assets or Consolidated EBITDA, as applicable, of all remaining Immaterial Subsidiaries that are not Loan Parties (excluding Unrestricted Subsidiaries and any Excluded Subsidiaries that constitute Excluded Subsidiaries for a reason other than being an Immaterial Subsidiary) does not exceed ten percent (10.0%) of the Consolidated Total Assets or Consolidated EBITDA for such period. In addition, whether or not required pursuant to this [Section 6.11(b)], the Borrower shall be permitted at any time join any Immaterial Subsidiary that is a Domestic Subsidiary as a Loan Party.

Aggregate Investments. Prior to, or contemporaneously with the Closing, each Purchaser shall have actually subscribed for the Subordinated Note Amount set forth on such Purchaser’s signature page to this Agreement.

Maximum Limit. In the event that any payment or benefit that Executive is eligible to receive from the [[Organization A:Organization]], including but not limited to payments and benefits stated herein in this Agreement, is included in the calculation of “parachute payments” and may be subjected to the excise tax under the Golden Parachute Laws (“Payment”), the total of such Payments that the Executive is entitled to receive shall be subjected to a Maximum Limit. The term “Maximum Limit” is defined as the largest amount which would result in no Payment being subject to any excise tax under the Golden Parachute Laws. The Executive and the [[Organization A:Organization]] agree that, if the aggregate of all the Payments exceeds the Maximum Limit, the Executive would only be entitled to a portion of the Payments that he/she is eligible such that the total of the Payments that he/she receives would not exceed the Maximum Limit. The Executive has the discretion to determine which specific Payment or portion thereof he/she chooses to receive such that the aggregate of all Payments that he/she receives does not exceed the Maximum Limit.

Individual Limit. Notwithstanding anything in this Plan to the contrary, the aggregate dollar value of equity-based (based on the grant date fair value of equity-based Awards as determined for financial reporting purposes) and cash compensation granted under this Plan or otherwise during any calendar year to any individual Outside Director for services in such capacity shall not exceed one million dollars ($1,000,000); provided, however, that in the calendar year in which an Outside Director first joins the Board or is first designated as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation to the Outside Director may be up to two hundred percent (200%) of the foregoing limit. For avoidance of doubt, compensation will count towards this limit for the calendar year in which it was granted or earned, and not later when distributed, in the event it is deferred.

Aggregate Target Values. Each fiscal year of the Company, each Participant shall have an aggregate target value (the “Aggregate Target Value”) for such year’s awards under the LTIP. Unless otherwise determined by the Committee in its discretion, for each Participant, the Aggregate Target Value shall be based on median market and peer data provided by a compensation consultant selected by the Committee, multiplied by a percentage determined by the Committee (and upon the recommendation of the CEO with respect to Other Participants) taking into account the Participant’s experience and position with the Company. The number of shares of the Company’s Common Stock subject to awards equal to the aggregate target value shall be based on the arithmetic mean of the high and low prices of a share of the Company’s common stock as reported on the Nasdaq Capital Market on the last trading day before the grant date.

No loan shall be granted under the Plan if it would cause the aggregate balance of all loans which a Member or Restricted Member thereafter has outstanding under this Plan or under any other qualified plan maintained by any PACCAR Inc or any of its Subsidiaries (determined without regard to the last sentence of Section 2.1(mm)) to exceed the least of the following:

[Section 409A] Limit. “[Section 409A] Limit” will mean two (2) times the lesser of: # Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Executive’s taxable year preceding the Executive’s taxable year of his or her separation from service as determined under Treasury Regulation Section

No Outside Director may be granted Awards with Values, and be provided cash retainers or fees, with amounts that, in any Fiscal Year, in the aggregate, exceed $750,000, provided that, in the Fiscal Year containing an Outside Director’s Initial Start Date, such limit will be increased to $1,000,000. Any Awards or other compensation provided to an individual # for his or her services as an Employee, or for his or her services as a Consultant other than as an Outside Director, or # prior to the Effective Date, will be excluded for purposes of the foregoing limit.

LIMIT ON DEFERRALS. Effective January 1, 2024, [Section 4.1] of the Plan Statement shall be amended to read in full as follows:

Limit on Distribution. Distribution of shares of Stock or other amounts under the Plan shall be subject to the following:

Director Compensation Limit. Notwithstanding the foregoing, the total annual compensation paid to any individual Director, inclusive of cash compensation and Awards granted under this Plan, shall not exceed $750,000; provided, however, that the total annual compensation paid to the Chairman of the Board or to any Independent Lead Director may exceed $750,000 but not $1,500,000.

Limit on Occupants. Neither Tenant nor Tenant's Occupants shall do anything that will increase the number of occupants in the Premises beyond the number of parking stalls allocated to Tenant in Tenant's Parking Stall Allocation. If the number of occupants in the Premises exceeds the number of parking stalls allocated to Tenant in Tenant's Parking Stall Allocation, then the automobiles of such excess occupants must be parked outside of the Property. On Landlord's request, made not more often than quarterly, Tenant shall provide to Landlord statistics and reports regarding shift times and employee counts, and shall otherwise demonstrate to Landlord that Tenant is complying with the foregoing portion of this Paragraph.

Limit of Appreciation. At the time of grant, the Committee may establish in its sole discretion, a maximum amount per share which will be payable upon exercise of an SAR.

Per Participant Limit. Subject to adjustment under Section 3(c), no Participant may be granted Awards during any one fiscal year to purchase more than 1,000,000 shares of Common Stock.

Golden Parachute Limit. Notwithstanding any other provision of this Agreement, in the event that any portion of the Severance Benefits or any other payment or benefit received or to be received by Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the "Total Benefits") would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (the "Excise Tax"), the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax; provided, however, that no such reduction in the Total Benefits shall be made if by not making such reduction, Executive's Retained Amount (as hereinafter defined) would be more than ten percent (10%) greater than Executive's Retained Amount if the Total Benefits are so reduced. All determinations required to be made under this Section 7.04 shall be made by tax counsel selected by the Company and reasonably acceptable to Executive ("Tax Counsel"), which determinations shall be conclusive and binding on Executive and the Company absent manifest error. All fees and expenses of Tax Counsel shall be borne solely by the Company. Prior to any reduction in Executive's Total Benefits pursuant to this Section 7.04, Tax Counsel shall provide Executive and the Company with a report setting forth its calculations and containing related supporting information. In the event any such reduction is required, the Total Benefits shall be reduced in the following order: # the Severance Amount (in reverse order of payment), # any portion of the Total Benefits that are not subject to Section 409A of the Code (other than Total Benefits resulting from any accelerated vesting of equity awards), # other Total Benefits that are subject to Section 409A of the Code in reverse order of payment, and # Total Benefits that are not subject to Section 409A and arise from any accelerated vesting of any equity awards. "Retained Amount" shall mean the present value (as determined in accordance with [sections 280G(b)(2)(A)(ii) and 280G(d)(4)])] of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.

Maximum Aggregate Purchase Price. After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Assets subject to then outstanding Transactions under this Agreement shall not exceed the Maximum Aggregate Purchase Price.

Reductions in Aggregate Commitment. The Borrowers may permanently reduce the Aggregate Commitment in whole, or in a minimum aggregate amount of $25,000,000 and in integral multiples of $1,000,000 if in excess thereof (or the Dollar Equivalent thereof, if denominated in an Agreed Currency other than Dollars), ratably among [[Organization B:Organization]], upon at least three Business Days’ written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the aggregate principal Dollar Equivalent of the outstanding Advances. All accrued Commitment Fees shall be payable on the effective date of any termination of the obligations of [[Organization B:Organization]] to make Loans hereunder and on the final date upon which all Loans are repaid hereunder. The Aggregate Commitment once reduced as provided in this [Section 2.6(b)] may only be reinstated as specifically provided in [Section 2.6(c)] below. If # any Lender notifies the Company in accordance with [Section 3.5(d) or (ii)])] a Borrower reasonably determines that it is or will be required to make any additional payment to any Lender under [Sections 3.1 or 3.2], then the Company may, at any time thereafter (provided that no Default or Unmatured Default then exists and no satisfactory solution has been reached pursuant to [Section 3.6]) and by not less than five Business Days’ prior written notice to the Agent, cancel such Lender’s Commitment, whereupon such Lender shall cease to be obliged to make further Loans hereunder and its Commitment shall be reduced to zero. Upon termination of such Lender’s Commitment, each applicable Borrower shall, subject to the last sentence of this [Section 2.6(b)], pay all outstanding Obligations owing to such Lender. Any notice of cancellation given pursuant to this [Section 2.6(b)] shall be irrevocable and shall specify the date upon which such cancellation is to take effect. Notwithstanding any such cancellation, the obligations of the Company under Sections 3.1, 3.2 and 10.66] shall survive any such cancellation and be enforceable by such Lender. In any case described in clauses (b)(i) or (b)(ii) above in which the Company has the right to cancel a Lender’s Commitment, the Company may, in connection with such cancellation, arrange for a sale (at par) of such Commitment and all outstanding Loans held by such Lender pursuant to the terms of Section 13.3 and such Lender will promptly enter into any such sale arranged by the Company.

“Purchase Limit” means $110,000,000 as reduced from time to time pursuant to [Section 1.1(c)]. References to the unused portion of the Purchase Limit shall mean, at any time, an amount equal to # the Purchase Limit at such time, minus # the sum of the Aggregate Capital plus the LC Participation Amount.