Liens, Etc. Create or suffer to exist, or permit any of its Principal Domestic Subsidiaries to create or suffer to exist, any Lien on any Restricted Property, whether now owned or hereafter acquired, without making effective provision (and the [[Organization A:Organization]] covenants and agrees that it will make or cause to be made effective provision) whereby the Advances shall be directly secured by such Lien equally and ratably with (or prior to) all other indebtedness secured by such Lien as long as such other indebtedness shall be so secured; provided, however, that there shall be excluded from the foregoing restrictions:

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Significant Subsidiaries to do so, except that # any Subsidiary of the [[Organization A:Organization]] may merge or consolidate with or into, or transfer assets to, any other Subsidiary of the [[Organization A:Organization]], # any Subsidiary of the [[Organization A:Organization]] may merge or consolidate with or into or transfer assets to the [[Organization A:Organization]], # the [[Organization A:Organization]] may merge with or transfer assets to, and any Subsidiary of the [[Organization A:Organization]] may merge or consolidate with or into or transfer assets to, any other Person, provided that # in each case, immediately after giving effect to such proposed transaction, no Default would exist, # in the case of any such merger to which the [[Organization A:Organization]] is a party, the [[Organization A:Organization]] is the surviving corporation and # in the case of any such merger or consolidation of a Borrowing Subsidiary of the [[Organization A:Organization]] with or into any other Person, the [[Organization A:Organization]] shall remain the guarantor of such Subsidiary’s obligations hereunder, and # the [[Organization A:Organization]] may liquidate or dissolve any Subsidiary if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and not materially disadvantageous to the [[Organization C:Organization]].

Remedies, Etc. Following the declaration of the Secured Obligations then outstanding to be due and payable pursuant to Article VII, the Collateral Agent shall (but only if and to the extent directed in writing by the Required Lenders or the Administrative Agent on their behalf) do any of the following:

Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

Definitions; Etc. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise # any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), # any reference herein to any Person shall be construed to include such Person’s successors and assigns, # the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, # all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement, and # the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Authorization, Etc. The execution and delivery by each Loan Party of this Amendment and each other Loan Document to which it is or will be a party, and the performance by it of the Financing Agreement, as amended hereby, # have been duly authorized by all necessary action, # do not and will not contravene any Requirement of Law in any material respect or any of its Governing Documents or any material Contractual Obligation binding on or otherwise affecting it or any of its properties, # do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and # do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties.

Assignment, Etc. [[Organization B:Organization]] may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon [[Organization A:Organization]] and its successors and shall inure to the benefit of [[Organization B:Organization]] and its successors and permitted assigns.

Notices, Etc. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone (confirmed by telecopy or electronic communication) of any prepayment hereunder # in the case of prepayment of a Term Benchmark Loan denominated in Dollars (other than in the case of a prepayment pursuant to [Section 2.10(d)]), not later than 12:00 p.m., New York City time, three (3) Business Days before the date of prepayment, # in the case of prepayment of an ABR Borrowing, not later than 12:00 p.m., New York City time, on the date of prepayment, # in the case of prepayment of a Swingline Loan, not later than 12:00 p.m., New York City time, on the date of prepayment, # in the case of prepayment of an RFR Borrowing (other than in the case of a prepayment pursuant to [Section 2.10(d)]), not later than 12:00 p.m., London time, three (3) Business Days before the date of prepayment, # in the case of a prepayment of a Term Benchmark Borrowing denominated in a Foreign Currency (other than in the case of a prepayment pursuant to [Section 2.10(d)]), not later than 12:00 p.m., New York time, three (3) Business Days before the date of prepayment, or # in the case of any prepayment pursuant to [Section 2.10(d)], not later than 12:00 p.m., New York City time, one Business Day before the date of prepayment or, in each case of the notice periods described in this paragraph (e), such lesser period as the Administrative Agent may reasonably agree. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if # a notice of prepayment is given in connection with a conditional notice of termination or reduction of the Commitments of a Class as contemplated by [Section 2.08], then such notice of prepayment may be revoked if such notice of termination or reduction is revoked in accordance with [Section 2.08] and # any notice given in connection with [Section 2.10(d)] may be conditioned on the consummation of the applicable transaction contemplated by such Section and the receipt by the Borrower or any such Subsidiary (other than a Designated Subsidiary) of Net Cash Proceeds. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the affected [[Lenders:Organization]] of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in [Section 2.02], except as necessary to apply fully the required amount of a mandatory prepayment or scheduled payment. Each prepayment of a Borrowing of a Class shall be applied ratably to the Loans of such Class included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by [Section 2.12] and shall be made in the manner specified in [Section 2.09(b)]. In the event the Borrower is required to make any concurrent prepayments under both paragraph # and also any other paragraph of this [Section 2.10], the prepayment pursuant to such other paragraph of this [Section 2.10] shall be made prior to any prepayment required to be made pursuant to paragraph # and the amount of the payment required pursuant to paragraph # (if any) shall be determined immediately after giving effect to the prepayment made (or to be made) under such other paragraph of this [Section 2.10].

Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

Funding Losses, Etc. All prepayments under this Section 2.05 shall be made together with all accrued interest thereon and, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to [Section 3.05]. Notwithstanding any of the other provisions of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b) prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into an account in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner reasonably satisfactory to the Administrative Agent and the Required Lenders, until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent at the written direction of the Required Lenders shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).