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 2.4(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 2.14], each Revolving Borrowing and Term Loan Borrowing shall be comprised # in the case of Borrowings in Dollars, entirely of ABR Loans or EurocurrencyTerm Benchmark Loans and # in the case of Borrowings in any other Agreed Currency, entirely of EurocurrencyTerm Benchmark Loans or RFR Loans, as applicable, in each case of the same Agreed Currency, as the relevant Borrower may request in accordance herewith; provided that each ABR Loan shall only be made in Dollars. 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 relevant 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(e)] and [Section 9.02(c)] below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except # in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required ​, and # in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Parties party thereto, with the consent of the Required ​; provided that no such agreement shall # increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, # reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the

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 2.06(e)(ii)(D)], each Reallocation shall be made pro rata among the Lenders whose Commitments are being reallocated from one type of Commitment to another, but shall not cause the Commitments of any other Lenders to change (but will result in a change in Applicable Percentages).

[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: