Term Borrowing. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to [[Toro:Organization]] on the Closing Date in Dollars not to exceed such Term Lender’s Term Commitment. The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Term Facility. Amounts borrowed under this [Section 2.01(a)] and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans as further provided herein; provided, however, that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless [[Toro:Organization]] delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of such Borrowing.

Term A Loan. Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make a single loan (the “Term A Loan”) to the Borrower in Dollars on the Closing Date in an amount not to exceed the Applicable Percentage of such Term A Lender’s Term A Loan Commitment of the Term A Facility. The Term A Loan Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Applicable Percentage of the Term A Facility. Amounts borrowed under this [Section 2.01(c)] and repaid or prepaid may not be reborrowed. Term A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein, provided, however, any Borrowings made on the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a funding indemnity letter not less than three (3) Business Days prior to the date of such Borrowing.

Term Loan Commitments. Subject to the terms and conditions hereof, each Lender, by its acceptance hereof, severally agrees to make a loan (individually a “Term Loan” and collectively for all the Lenders the “Term Loans”) in U.S. Dollars to Borrower in the amount of such Lender’s Term Loan Commitment. The Term Loans shall be advanced in a single Borrowing on the Closing Date and shall be made ratably by the Lenders in proportion to their respective Term Loan Percentages, at which time the Term Loan Commitments shall expire. As provided in [Section 2.5(a)], Borrower may elect that the Term Loans be outstanding as Base Rate Loans or SOFR Loans. No amount repaid or prepaid on any Term Loan may be borrowed again.

Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrowers on the Third Restatement Date in an amount equal to (but not to exceed) such Term Lender’s Term Commitment. The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Term Commitments. Amounts borrowed under this [Section 2.01(a)] and repaid or prepaid may not be reborrowed. Term Loans shall be Eurocurrency Rate Loans as further provided herein. The Term Loans shall be funded in Euros.

Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrowers on the Third Restatement Date in an amount equal to (but not to exceed) such Term Lender’s Term Commitment. The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Term Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans shall be Eurocurrency Rate Loans as further provided herein. The Term Loans shall be funded in Euros.

The obligations of each Term Lender hereunder shall be several and not joint. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided, however, any Initial Term Borrowing or Acquisition Draw Term Borrowing made on the Closing Date or each Acquisition Draw Term Draw Date, as applicable, shall be made as Base Rate Loans.

Subject to the terms and conditions hereof, each Lender separately agrees to make a term loan to the Borrower (the “Term Loan”), in a single draw on the Closing Date, in Dollars and in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan Commitment. The Term Loan may from time to time be comprised of Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with [Sections 2.2 and 2.11]1]. The Term Loan Commitments are not revolving commitments, and the Borrower shall not be entitled to reborrow prepaid amounts of the Term Loan.

Term B Loans. Subject to the terms and conditions set forth herein, each Term B Lender severally agrees to make a Term B Loan to the Borrower on the Closing Date in an aggregate amount not to exceed the amount of such Term B Lender’s Term B Commitment. The Borrowing under the Term B Facility shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this [Section 2.01(c)] and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

Subject to the terms and conditions set forth herein, each Term Lender with an Initial Term Commitment severally agrees to make one term loan denominated in Dollars to the Borrower on the Closing Date in an aggregate amount not to exceed the amount of such Term Lender’s Initial Term Commitment. Subject to the terms and conditions set forth herein, each Term Lender with a Delayed Draw Term Commitment severally agrees to make one term loan denominated in Dollars to the Borrower during the Delayed Draw Availability Period in an aggregate amount not to exceed the amount of such Term Lender’s Delayed Draw Term Commitment. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed.

Term A Loans. Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make a Term A Loan to the Borrower on the Closing Date in an aggregate amount not to exceed the amount of such Term A Lender’s Term A Commitment. The Borrowing under the Term A Facility shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Term A Commitments. Amounts borrowed under this [Section 2.01(b)] and repaid or prepaid may not be reborrowed. Term A Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

Initial Term Loans. Subject to the terms and conditions set forth herein, each Initial Term Lender with an Initial Term Loan Commitment severally agrees to make a single loan denominated in Dollars (the “Initial Term Loans”) to the Borrower on the Closing Date in an amount not to exceed such Term Lender’s Initial Term Loan Commitment. Amounts borrowed under this [Section 2.01(a)] and subsequently repaid or prepaid may not be reborrowed. The aggregate Initial Term Loan Commitments shall be automatically and permanently reduced to zero on the Closing Date following the initial incurrence of the Initial Term Loans on the Closing Date. Initial Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.