Subject to [Section 2.14], each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurocurrency, Term Benchmark Loans or SONIA Loans as the relevant Borrower may request in accordance herewith; provided that each ABR Loan shall only be made in Dollars and shall only be made to ​. Each Lender at its option may make any Eurocurrency Revolving Loan denominated in a Foreign Currency by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of [[Sections 2.14, 2.15, 2.16 and 2.17]7]7]7]]7]7]7] shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the relevant Borrower to repay such Loan in accordance with the terms of this Agreement.

Subject to [Section 2.10], each Borrower hereby unconditionally promises to pay to the Swingline Lender the then unpaid principal amount of such Swingline Loan with interest on the earlier of # the Maturity Date and (ii) (x) in the case of any Swingline Loan denominated in Dollars or euroEuro, on the seventh (7th) day after such Swingline Loan is made (or such shorter period with respect to principal or interest as the Swingline Lender and the applicable Borrower shall have agreed), and # in the case of any Swingline Loan denominated in an Agreed Currency other than Dollars or euroEuro on the thirtieth (30th) day after such Swingline Loan is made (or such shorter period with respect to principal or interest as the Swingline Lender and the applicable Borrower shall have agreed); provided, that upon receipt of written notice from the applicable Borrower no fewer than four (4) Business Days prior to such Swingline Loan’s due date, the Swingline Lender may in its sole and absolute discretion agree to continue such Swingline Loan described in [clause (y)] as a Swingline Loan for an additional thirty (30) day period (it being understood and agreed that an Interest Payment Date shall still occur on the then current due date); provided, however, that no Swingline Loan may be outstanding as a Swingline Loan for a period greater than 180 consecutive days.

Subject to [Section 2.22] in the case of any reduction or termination of Revolving Commitments, the Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class, as determined by the Borrower, in whole or in part and # any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the ​ within such Class, except that, notwithstanding the foregoing, # the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any Class of Extended Revolving Commitments without any termination or reduction of the Commitments with respect to any Existing Revolving Commitments) and # in connection with the establishment on any date of any Extended Revolving Commitments pursuant to [Section 2.22], the Existing Revolving Commitments of any one or more ​ providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of Existing Revolving Commitments so extended on such date (or, if agreed by the Borrower and the ​ providing such Extended Revolving Commitments, by any greater amount so long as # a proportionate reduction of the Existing Revolving Commitments has been offered to each Lender to whom the applicable Revolving Extension Request has been made (which may be conditioned upon such Lender becoming an Extending Lender), and # the Borrower prepays the Existing Revolving Loans of such Class owed to such ​ providing such Extended Revolving Commitments to the extent necessary to ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Loans of such Class are held by the ​ of such Class on a pro rata basis in accordance with their Existing Revolving Commitments of such Class after giving pro forma effect to such reduction) (provided that # after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, # the aggregate amount of the Revolving Exposure of any such Lender does not exceed the Existing Revolving Commitment thereof (such Revolving Exposure and Existing Revolving Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Commitment and any Revolving Exposure in respect thereof) and # the Aggregate Revolving Exposure denominated in Alternative Currencies does not exceed the Alternative Currency Sublimit and # for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause shall be made in compliance with the requirements of [Section 2.18(c)] with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to [Section 2.22] of Existing Revolving Commitments and Existing Revolving Loans into Extended Revolving Commitments and Extended Revolving Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), # each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of ​, and not less than ​ and # the Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with [Section 2.11], the Revolving Exposure of any Lender of such Class would exceed its Revolving Commitment of such Class.

Subject to [Section 2.14], each Borrowing shall be comprised entirely of ABR Loans or Term SOFR Loans or, if applicable pursuant to [Section 2.14], Daily Simple SOFR Loans, in each case, as the Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of [[Sections 2.14, 2.15, 2.16 and 2.17]7]7]7]]7]7]7] shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

Subject to [Section 2.13], each Revolving Borrowing shall be comprised entirely of Base Rate Revolving Loans or Term SOFR Revolving Loans, as the Borrower may request in accordance herewith. Each Lender at its option may make any Revolving Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Revolving Loan; provided that # any exercise of such option shall not affect the obligation of the Borrower to repay such Revolving Loan in accordance with the terms of this Agreement and # any such domestic or foreign branch or Affiliate of such Lender shall not be entitled to any greater indemnification under [[Section 2.14 or 2.16]6]]6] with respect to such Revolving Loan than that to which the applicable Lender (acting through its domestic branch) was entitled on the date on which such Revolving Loan was made (or, to the extent provided in such Section, would have been entitled as a result of a Change in Law after the date on which such Revolving Loan was made).

Subject to [Section 2.13(b)] below, if:

Subject to ‎[Section 2.19(c)(d)], ‎[Section 2.20(c)] and ‎[Section 11.02(c)], neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified, except # in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required ​ (or the Administrative Agent acting with the written consent of the Required ​); provided that the Administrative Agent and the Borrower may, without the consent of the other, amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, defect or inconsistency if such amendment, modification or supplement is not objected to in writing by the Required ​ within five (5) Business Days following receipt of notice thereof or # in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required ​; provided that no such agreement shall:

[Section 2.14(a)] of the Sellers Disclosure Letter sets forth a list of the Acquired Company Employees as of the Effective Date, which list shall be amended prior to the Closing to reflect the addition of any employee who is hired by, or transferred to, an Acquired Company following the Effective Date and the removal of any individual whose employment with an Acquired Company is terminated prior to the Closing, and any employee of an Acquired Company whose work relates primarily to Mitchell (the “Mitchell Employees”) and whose employment is transferred from an Acquired Company to an Affiliate of the Sellers (other than the Acquired Companies) prior to the Closing Date. Sellers have provided to Purchaser the following information on a confidential basis: each Acquired Company Employee’s current base salary or wage rate and target bonus for the 2021 fiscal year (if any), position, date of hire (and, if different, years of recognized service), status as exempt or non-exempt under the Fair Labor Standards Act, and whether such Acquired Company Employee is on leave status, which information shall be updated prior to Closing to reflect changes made consistent with the first sentence of this [Section 2.14(a)].

[Section 2.08(b)] shall be deleted in its entirety, and the following new [Section 2.08(b)] shall be inserted in place thereof:

[Section 2.11(b)] of the Credit Agreement is hereby amended and restated in its entirety to read as follows: