Availability. Subject to the terms and conditions of this Agreement, including, without limitation, [Section 6.2] of this Agreement, the Swingline Lender may, in its sole discretion, make Swingline Loans in Dollars to the Borrower from time to time from the Closing Date to, but not including, the Revolving Credit Maturity Date; provided, that # after giving effect to any amount requested, the Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment and # the aggregate principal amount of all outstanding Swingline Loans (after giving effect to any amount requested) shall not exceed the Swingline Commitment.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in [Section 3.4(a)], agrees to issue standby Letters of Credit in Dollars or one or more Alternative L/C Currencies in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to [Section 3.10], any Subsidiary thereof. Letters of Credit may be issued on any Business Day from the Closing Date to, but not including the thirtieth (30) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, # the L/C Obligations would exceed the L/C Sublimit, (b)

Availability. After giving effect to any requested Credit Extension, # the total Revolving Credit Exposure of the Revolving Credit Lenders shall not exceed the aggregate Revolving Credit Commitments of the Revolving Credit Lenders in effect as of the date of such Credit Extension and # the Term Loan Commitment shall not be less than $0.

Availability. Following the Closing Date and subject to the conditions of this Section 2.04, upon notice to the [[Administrative Agent:Organization]] (which shall promptly notify the Lenders), the ​ may from time to time request the addition of one or more tranches of term loans (an “Incremental Term Facility”) and/ or increases in the Delayed Draw Term Loans under the Delayed Draw Term Loan Facility (“Incremental Delayed Draw Term Loans”) by an amount not exceeding, in the aggregate, $200,000,000; provided that, unless otherwise agreed by the [[Administrative Agent:Organization]] that any such request for an Incremental Term Loan Facility or Incremental Delayed Draw Term Loans shall be in a minimum amount of $25,000,000 and in increments of $5,000,000 in excess thereof, or if less, the entire remaining available amount. At the time of sending such notice, the ​ (in consultation with the [[Administrative Agent:Organization]]) shall specify the time period within which each ​ is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders) and the ​ may also invite prospective lenders to respond.

Availability. Subject to the terms and conditions of this Agreement and to deduction of Reserves, Bank shall, in its good faith business discretion, make Advances not exceeding the Availability Amount. Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and conditions precedent herein.

Availability. Subject to the terms and conditions of this Agreement, Bank agrees to make Growth Capital Advances to Co-Borrowers in three (3) tranches: “Tranche A”, “Tranche B” and “Tranche C”. On the Effective Date, or as soon thereafter as all conditions precedent to the initial Credit Extension have been satisfied, Bank shall make a Growth Capital Advance under Tranche A to Co-Borrowers in a principal amount equal to Ten Million Dollars ($10,000,000) (the “Tranche A Growth Capital Advance”), which shall be used to refinance all Obligations owing from Co-Borrowers to Bank pursuant to the Original Agreement and for working capital. Thereafter, during the Tranche B Draw Period, Co-Borrower may request one (1) Growth Capital Advance under Tranche B, in a principal amount equal to Five Million Dollars ($5,000,000) (the “Tranche B Growth Capital Advance”). During the Tranche C Draw Period, Co-Borrowers may request one (1) Growth Capital Advances under Tranche C, in a principal amount equal to Five Million Dollars ($5,000,000) (the “Tranche C Growth Capital Advance” and together with the Tranche A Growth Capital Advance and the Tranche B Growth Capital Advance, each a “Growth Capital Advance” and collectively, the “Growth Capital Advances”). The aggregate outstanding amount of the Growth Capital Advances shall not exceed the Growth Capital Line.

Availability of Loans. An Eligible Borrower’s ability to take out a Participant Loan shall be subject to such restrictions as may be set forth in the Loan Procedures, the Code, ERISA and the Plan. An Eligible Borrower may not extend or shorten the term of an outstanding Participant Loan. The Loan Procedures may impose a Participant Loan application or processing fee, and may require that such fee be paid by the liquidation of a portion of the Eligible Borrower’s Accounts.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, if for any reason # Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Term SOFR for the applicable Interest Period on or prior to the first day of a calendar month, # the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining Loans, or # upon the commencement of a Benchmark Unavailability Period, then, in each case, Agent shall promptly give notice thereof to Borrowers. Upon notice thereof by Agent to Borrowers, until such time as a Benchmark Replacement has been determined pursuant to clause (c) below, Agent may select a replacement index rate and spread adjustment in good faith and in its commercially reasonable discretion giving due consideration to # any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or # any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities; provided that any comparable or successor rate shall be applied by Agent, if administratively feasible, in a manner consistent with market practice.

Circumstances Affecting Benchmark Availability. Subject to paragraph # of this Section:

Laws Affecting SOFR Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Administrative Agent with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any Lender to honor its obligations hereunder to make or maintain any SOFR Loan, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate or Adjusted Term SOFR, the Administrative Agent shall promptly give notice thereof to the Borrower (an “Illegality Notice”). Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, # any obligation of any Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to a SOFR Loan or continue any Loan as a SOFR Loan, shall be suspended and # if necessary to avoid such illegality, the Base Rate shall be computed without reference to [clause (c)] of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from the Administrative Agent, prepay or, if applicable, convert all SOFR Loans to Base Rate Loans (in each case, if necessary to avoid such illegality, the Base Rate shall be computed without reference to [clause (c)] of the definition of “Base Rate”), on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such SOFR Loans, to such day, or immediately, if such Lender may not lawfully continue to maintain such SOFR Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any Breakage Costs.

Availability of Injunctive Relief. Notwithstanding any other provision of this Agreement, either party may pursue in court injunctive, declaratory, and other relief incidental to the enforcement of any confidential information, non-disclosure, non-solicitation, and/or non-competition provisions contained in any agreement between the Company and Executive, including, without limitation, the provisions contained in Section 10 of this Agreement. In the event either party seeks such relief, the prevailing party shall be entitled to recover reasonable costs and attorneys’ fees.

Borrower’s Availability on the Date ​ greater than or equal to $2,000,000, as required pursuant to [Section 6.1(s)] of the Loan Agreement.

If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Rate Advance, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Rate Advance for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then # if such Advance shall be requested in Dollars, then such Advance shall be made as a Floating Rate Advance at the Floating Rate and # if such Advance shall be requested in any Agreed Currency other than Dollars, the Eurocurrency Base Rate shall be equal to the rate determined by the Administrative Agent in its reasonable discretion after consultation with the Company and consented to in writing by the Required Revolving Loan Lenders (the “Foreign Currency Alternative Rate”); provided, however, that # if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement and # until such time as the Foreign Currency Alternative Rate shall be determined and so consented to by the Required Revolving Loan Lenders, any Borrowing/Election Notice that requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Advance in an Agreed Currency other than Dollars, or any Borrowing/Election Notice for a borrowing in an Agreed Currency other than Dollars shall in each case be ineffective, and any such Eurocurrency Borrowing shall be at the option of the Company repaid on the last day of the then current Interest Period applicable thereto.

Circumstances Affecting Eurocurrency Rate Availability. Unless and until a Replacement Rate is implemented in accordance with clause (c) below, in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, if for any reason # the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Loan, # the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurocurrency Rate for such Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or # the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurocurrency Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make Eurocurrency Rate Loans in the affected currency or currencies and the right of the Borrower to convert any Loan to or continue any Loan as a Eurocurrency Rate Loan in the affected currency or currencies shall be suspended, and in the case of Eurocurrency Rate Loans, the Borrower shall either # repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurocurrency Rate Loan together with accrued interest thereon (subject to Section 5.1(d)), on the last day of the then current Interest Period applicable to such Eurocurrency Rate Loan; or # convert the then outstanding principal amount of each such Eurocurrency Rate Loan to a Base Rate Loan denominated in Dollars as of the last day of such Interest Period.

Availability Period. The period from and including the Closing Date to the Availability Period Termination Date.

“Average Daily Excess Availability” means the average daily Excess Availability for the immediately preceding fiscal quarter.