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 12.9, BORROWERS AGREE TO INDEMNIFY AND HOLD HARMLESS AGENT AND EACH LENDER FOR THE FULL AMOUNT OF INDEMNIFIED TAXES (INCLUDING ANY INDEMNIFIED TAXES ON AMOUNTS PAYABLE UNDER THIS SECTION) AND ANY INTEREST, PENALTIES OR ADDITIONS TO TAX PAID BY AGENT OR ANY LENDER AND ANY REASONABLE EXPENSES ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH INDEMNIFIED TAXES WERE CORRECTLY OR LEGALLY ASSERTED. PAYMENT UNDER THIS INDEMNIFICATION SHALL BE MADE WITHIN 10 DAYS AFTER THE DATE AGENT OR SUCH LENDER MAKES WRITTEN DEMAND THEREFOR. A certificate as to the amount of such payment or liability delivered to the Borrower agent by a Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

Subject to [[Section 5.1(l) and (m)])]])] and any applicable limitations set forth in the Security Documents and other than # when in the reasonable determination of the Administrative Agent and the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by ​ therefrom or # to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, cause # all certificates representing Capital Stock of any Restricted Subsidiary (other than any Excluded Stock) held directly by the Borrower or any other Loan Party, # all evidences of Indebtedness in excess of ​, and # any promissory notes executed after the Closing Date evidencing Indebtedness in excess of ​ of the Borrower or any Subsidiary that is owing to the Borrower or any other Loan Party, in each case, to be delivered to the Administrative Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security Documents. Notwithstanding the foregoing any promissory note among the Borrower and/or its Subsidiaries need not be delivered to the Administrative Agent so long as a global intercompany note superseding such promissory note has been delivered to the Administrative Agent.

Subject to [Section 2.4(b)(v)] [[Section 2.3(d)(ii)]] and [Section 2.4(e)], all payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance of the Revolving Loans outstanding and, thereafter, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.

Subject to [[Section 1.401(a)(35)-1(f)(2)(iv)(B)])]])] of the Treasury Regulations, if the Company or any member of the controlled group of corporations (as defined in [[Section 1.401(a)(35)-1(f)(2)(iv)(A)])]])] of the Treasury Regulations) that includes the Company has issued a class of stock that is a publicly traded employer security, and the Plan holds employer securities that are not publicly traded employer securities, then the Plan shall be treated as holding publicly traded employer securities.

Subject to [Section 11.06(b)(viii)] hereof, the failure of any Defaulting Lender to make the Loan to be made by it as part of any Borrowing shall constitute a material breach by such Defaulting Lender of this Agreement and, to the extent such Defaulting Lender fails to cure the default pursuant to [Section 2.15(b)] hereof within five Business Days shall entitle the Borrowers to replace the Defaulting Lender with one or more substitute ​, and the Defaulting Lender shall have no right to refuse to be replaced hereunder. The notice from the Borrowers to the Administrative Agent and such Defaulting Lender being replaced shall specify an effective date for such replacement, which date shall be at least two Business Days, but not later than 15 Business Days, after the date such notice is given. Prior to the effective date of such replacement, the Defaulting Lender shall execute and deliver an Assignment and Acceptance, subject only to the Defaulting Lender being repaid its share of the outstanding Obligations without any premium or penalty of any kind whatsoever. If the Defaulting Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Defaulting Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Defaulting Lender shall be made in accordance with the terms of [Section 11.15].

Subject to [Section 7.3(K)(ii)], following the date upon which # the Company shall have initially achieved Single Investment Grade Status after the Restatement Effective Date and # all Term Loans shall have been repaid in full in immediately available funds and so long as no Default or Unmatured Default has occurred and is continuing at such time # the Administrative Agent shall be authorized to, and shall promptly, execute and deliver to, the Company such documentation as the Company may reasonably request in order to release each Loan Party from the Collateral Documents and # the provisions of the first sentence of [Section 7.2(L)(i)] shall thereafter cease to be in effect. If at any time after such release, the Company achieves Springing Lien Status, the Loan Parties shall promptly comply with [Section 7.2(L)(i)] and the previous sentence shall thereafter cease to be in effect for the remaining term of this Agreement.

Subject to ‎[Section 9.14(b)], this Agreement shall continue in full force and effect until the date that is 120 days after the Deferred Payment Termination Date, at which point this Agreement shall terminate, save for any rights, obligations or claims of any party hereto which have accrued prior to such termination (along with any corresponding limitations of liability in respect thereof).

Subject to [Section 6.08(b)], the Company will not permit the Leverage Ratio, determined as of the end of each of its fiscal quarters for which (or, if such fiscal quarter is the last fiscal quarter of a fiscal year, for such fiscal year) financial statements have been delivered, or are required to have been delivered, pursuant to

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.