Common use of Commitments; Loans Clause in Contracts

Commitments; Loans. (a) Subject to the terms and conditions set forth herein, including Section 1.10, each Lender severally agrees to make Loans to the Borrower on the Restatement Closing Date (the “Initial Term Loans”) denominated in Dollars in an aggregate amount not to exceed the amount of such Lender’s Initial Commitment. (b) At any time on or following the Restatement Closing Date but prior to the Delayed Draw Term Loan Commitment Expiration Date, the Borrower may request, in accordance with Section 2.02, one or more Loans (the “Delayed Draw Term Loans”) in an aggregate principal amount not to exceed $11,679,000.00. The aggregate principal amount of Delayed Draw Term Loans drawn after the Restatement Closing Date shall not at any time exceed the aggregate Delayed Draw Term Loan Commitments of all Lenders as of such date, and the aggregate principal amount of Delayed Draw Term Loans funded by any Lender shall not at any time exceed the Delayed Draw Term Loan Commitment of such Lender. (c) Each Borrowing shall be made in two Classes of Loans: (1) Class A Loans, in an aggregate principal amount equal to the product of (i) the Borrowed Amount of such Borrowing multiplied by (ii) the Class A Borrowing Percentage; and (2) Class B Loans, in an aggregate principal amount equal to the product of (i) the Borrowed Amount of such Borrowing multiplied by (ii) the Class B Borrowing Percentage. For the avoidance of doubt (x) the principal amount of Loans of any Class to be made by any Lender in connection with any Borrowing shall be determined in accordance with such Lender’s Pro Rata Share of the Commitments of such Class held by such Lender immediately prior to giving effect to such Borrowing and (y) if, with respect to any Borrowing, any Lender has only a Class A Commitment (such Lender for such purposes, a “Class A Only Lender”) or only a Class B Commitment (such Lender for such purposes, a “Class B Only Lender”), then such Class A Only Lenders shall be required to make only Class A Loans and such Class B Only Lenders shall be required to make only Class B Loans. (d) On the Restatement Closing Date (subject to the conditions set forth in Section 4.01), the Loans of each Exiting Lender shall be repaid in full (together with any unpaid fees, interest and any other charges accrued thereon pursuant to the Existing Credit Agreement) with the proceeds of the Initial Term Loans in incurred pursuant to this Agreement (or one or more Equity Contributions or other funds available to the Borrower, as applicable). Upon payment in full of all outstanding Obligations owed to each Exiting Lender, the Commitments of such Exiting Lender shall be terminated, and the rights of such Exiting Lender under the Existing Credit Agreement and the other Loan Documents shall be automatically and irrevocably terminated (except for those rights that expressly survive termination), and such Exiting Lender shall be released from its obligations under the Existing Credit Agreement and any other Loans Documents (except for those obligations that expressly survive termination thereof). The Borrower and other Loan Parties hereby release and discharge such Exiting Lender and its respective affiliates, officers, directors, employees, agents and attorneys-in-fact (collectively, the “Released Parties”) from all damages, losses, claims and liabilities of any kind or character, known or unknown, present or future in any way arising out of or relating to the Loan Documents or the Obligations (including without limitation, all such damages, losses, claims and/or liabilities which arise out of contract, tort, violation of law or otherwise) other than any damages, losses, claims and liabilities resulting from this Agreement or any Released Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable order. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed.

Commitments; Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, including Section 1.10in Article VI, each Term Loan Lender severally agrees to make Loans its portion of the Term Loan to be advanced on the Closing Date to the Borrower on the Restatement Closing Date (the “Initial Term Loans”) denominated in Dollars Date, in an aggregate principal amount not to exceed the amount of such Lender’s Initial 's Term Loan Commitment. (b) At any time on or following Notwithstanding the Restatement Closing Date but prior to the Delayed Draw Term Loan Commitment Expiration Dateforegoing, the Borrower may request, in accordance with Section 2.02, one or more Loans (the “Delayed Draw Term Loans”) in an aggregate principal amount not to exceed $11,679,000.00. The aggregate principal amount of Delayed Draw Term Loans drawn after the Restatement Closing Date shall not at any time exceed the aggregate Delayed Draw Term Loan Commitments of all Lenders as of such date, and the aggregate principal amount of Delayed Draw the Term Loans funded by any Lender Loan made on the Closing Date shall not at any time exceed the Delayed Draw Total Term Loan Commitment of such Lender. (c) Each Borrowing shall be made in two Classes of Loans: (1) Class A Loans, in an aggregate principal amount equal to the product of (i) the Borrowed Amount of such Borrowing multiplied by (ii) the Class A Borrowing Percentage; and (2) Class B Loans, in an aggregate principal amount equal to the product of (i) the Borrowed Amount of such Borrowing multiplied by (ii) the Class B Borrowing PercentageCommitment. For the avoidance of doubt (x) the Any principal amount of Loans of any Class to be made by any Lender in connection with any Borrowing shall be determined in accordance with such Lender’s Pro Rata Share of the Commitments of such Class held by such Lender immediately prior to giving effect to such Borrowing and (y) if, with respect to any Borrowing, any Lender has only a Class A Commitment (such Lender for such purposes, a “Class A Only Lender”) or only a Class B Commitment (such Lender for such purposes, a “Class B Only Lender”), then such Class A Only Lenders shall be required to make only Class A Loans and such Class B Only Lenders shall be required to make only Class B Loans. (d) On the Restatement Closing Date (subject to the conditions set forth in Section 4.01), the Loans of each Exiting Lender shall be repaid in full (together with any unpaid fees, interest and any other charges accrued thereon pursuant to the Existing Credit Agreement) with the proceeds of the Initial Term Loans in incurred pursuant to this Agreement (or one or more Equity Contributions or other funds available to the Borrower, as applicable). Upon payment in full of all outstanding Obligations owed to each Exiting Lender, the Commitments of such Exiting Lender shall be terminated, and the rights of such Exiting Lender under the Existing Credit Agreement and the other Loan Documents shall be automatically and irrevocably terminated (except for those rights that expressly survive termination), and such Exiting Lender shall be released from its obligations under the Existing Credit Agreement and any other Loans Documents (except for those obligations that expressly survive termination thereof). The Borrower and other Loan Parties hereby release and discharge such Exiting Lender and its respective affiliates, officers, directors, employees, agents and attorneys-in-fact (collectively, the “Released Parties”) from all damages, losses, claims and liabilities of any kind or character, known or unknown, present or future in any way arising out of or relating to the Loan Documents or the Obligations (including without limitation, all such damages, losses, claims and/or liabilities which arise out of contract, tort, violation of law or otherwise) other than any damages, losses, claims and liabilities resulting from this Agreement or any Released Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable order. Amounts borrowed under this Section 2.01 and is repaid or prepaid may not be reborrowed. (c) Subject to Section 2.08, each Borrowing shall be comprised entirely of ABR Loans or EurodollarSOFR Loans as the Borrower may request in accordance herewith. 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; 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. (d) At the commencement of each Interest Period for any EurodollarSOFR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that a EurodollarSOFR Borrowing that results from a continuation of an outstanding EurodollarSOFR Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of eight (8) (or such greater number as may be agreed to by the Administrative Agent) EurodollarSOFR Borrowings outstanding. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert to or continue, any EurodollarSOFR Borrowing of any Class if the Interest Period requested with respect thereto would end after the Final Maturity Date applicable thereto.

Commitments; Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, including Section 1.10in Article VI, each Term Loan Lender severally agrees to make Loans its portion of the Term Loan to be advanced on the Closing Date to the Borrower on the Restatement Closing Date (the “Initial Term Loans”) denominated in Dollars Date, in an aggregate principal amount not to exceed the amount of such Lender’s Initial 's Term Loan Commitment. (b) At any time on or following Notwithstanding the Restatement Closing Date but prior to the Delayed Draw Term Loan Commitment Expiration Dateforegoing, the Borrower may request, in accordance with Section 2.02, one or more Loans (the “Delayed Draw Term Loans”) in an aggregate principal amount not to exceed $11,679,000.00. The aggregate principal amount of Delayed Draw Term Loans drawn after the Restatement Closing Date shall not at any time exceed the aggregate Delayed Draw Term Loan Commitments of all Lenders as of such date, and the aggregate principal amount of Delayed Draw the Term Loans funded by any Lender Loan made on the Closing Date shall not at any time exceed the Delayed Draw Total Term Loan Commitment of such Lender. (c) Each Borrowing shall be made in two Classes of Loans: (1) Class A Loans, in an aggregate principal amount equal to the product of (i) the Borrowed Amount of such Borrowing multiplied by (ii) the Class A Borrowing Percentage; and (2) Class B Loans, in an aggregate principal amount equal to the product of (i) the Borrowed Amount of such Borrowing multiplied by (ii) the Class B Borrowing PercentageCommitment. For the avoidance of doubt (x) the Any principal amount of Loans of any Class to be made by any Lender in connection with any Borrowing shall be determined in accordance with such Lender’s Pro Rata Share of the Commitments of such Class held by such Lender immediately prior to giving effect to such Borrowing and (y) if, with respect to any Borrowing, any Lender has only a Class A Commitment (such Lender for such purposes, a “Class A Only Lender”) or only a Class B Commitment (such Lender for such purposes, a “Class B Only Lender”), then such Class A Only Lenders shall be required to make only Class A Loans and such Class B Only Lenders shall be required to make only Class B Loans. (d) On the Restatement Closing Date (subject to the conditions set forth in Section 4.01), the Loans of each Exiting Lender shall be repaid in full (together with any unpaid fees, interest and any other charges accrued thereon pursuant to the Existing Credit Agreement) with the proceeds of the Initial Term Loans in incurred pursuant to this Agreement (or one or more Equity Contributions or other funds available to the Borrower, as applicable). Upon payment in full of all outstanding Obligations owed to each Exiting Lender, the Commitments of such Exiting Lender shall be terminated, and the rights of such Exiting Lender under the Existing Credit Agreement and the other Loan Documents shall be automatically and irrevocably terminated (except for those rights that expressly survive termination), and such Exiting Lender shall be released from its obligations under the Existing Credit Agreement and any other Loans Documents (except for those obligations that expressly survive termination thereof). The Borrower and other Loan Parties hereby release and discharge such Exiting Lender and its respective affiliates, officers, directors, employees, agents and attorneys-in-fact (collectively, the “Released Parties”) from all damages, losses, claims and liabilities of any kind or character, known or unknown, present or future in any way arising out of or relating to the Loan Documents or the Obligations (including without limitation, all such damages, losses, claims and/or liabilities which arise out of contract, tort, violation of law or otherwise) other than any damages, losses, claims and liabilities resulting from this Agreement or any Released Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable order. Amounts borrowed under this Section 2.01 and is repaid or prepaid may not be reborrowed. (c) Subject to Section 2.08, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. 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; 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. (d) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that a Eurodollar Borrowing that results from a continuation of an outstanding Eurodollar Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of eight (8) (or such greater number as may be agreed to by the Administrative Agent) Eurodollar Borrowings outstanding. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert to or continue, any Eurodollar Borrowing of any Class if the Interest Period requested with respect thereto would end after the Final Maturity Date applicable thereto.

Commitments; Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, including Section 1.10forth, each Lender agrees, severally agrees and not jointly, to make Loans to the Borrower on the Restatement Closing Date revolving loans (the “Initial Term Loans”) denominated in Dollars to each Borrower at any time and from time to time from and including the date hereof to but excluding the Termination Date, or until the earlier termination of its Commitment, in an aggregate principal amount at any one time outstanding not to exceed the amount of such Lender’s Initial its Commitment. ; provided that (bi) At any time on or following the Restatement Closing Date but prior to the Delayed Draw Term Loan Commitment Expiration Date, the Borrower may request, in accordance with Section 2.02, one or more Loans (the “Delayed Draw Term Loans”) in an aggregate principal amount not to exceed $11,679,000.00. The aggregate principal amount of Delayed Draw Term Loans drawn after the Restatement Closing Date shall not at any time exceed the aggregate Delayed Draw Term Loan Commitments of all Lenders as of such date, and the aggregate principal amount of Delayed Draw Term all Loans funded by to any Lender shall not Borrower outstanding at any time shall not exceed such Borrower’s Sublimit, and (ii) the Total Extensions of Credit shall not exceed the Delayed Draw Term Loan Total Commitments, (iii) the Contingent Increase Amount shall not be available to be borrowed hereunder unless and until the applicable Contingent Increase Effective Date occurs, and accordingly each Lenders’ Commitment Percentage of the Contingent Increase Amount shall not be available to be borrowed by any Borrower until such applicable Contingent Increase Effective Date, and (iv) from and after the applicable Contingent Increase Effective Date, the applicable portion of the Contingent Increase Amount shall automatically and without further action become available to the Borrowers as set forth herein and the Lenders shall the make the Loans of the Contingent Increase Amounts hereunder. Loans made to any Borrower shall be the several obligations of such Lender.Borrower. [Signature Page to Revolving Credit Agreement] (cb) Each The Loans made by the Lenders on any Borrowing Date that are ABR Loans shall be made (i) in two Classes a minimum aggregate principal amount of Loans: $1,000,000, (1ii) Class A Loans, in an integral multiple of $500,000 in excess of the amount provided in clause (i) above or (iii) in an aggregate principal amount equal to the product remaining balance of the Total Commitment, as the case may be. The Loans made by the Lenders on any Borrowing Date that are EurodollarSOFR Loans shall be (iA) the Borrowed Amount of such Borrowing multiplied by (ii) the Class A Borrowing Percentage; and (2) Class B Loans, in an a minimum aggregate principal amount equal to of $3,000,000 (or, if less, in the product of (i) the Borrowed Amount of such Borrowing multiplied by (ii) the Class B Borrowing Percentage. For the avoidance of doubt (x) the principal amount of Loans the Total Commitments less the Total Extensions of any Class to be made by any Lender Credit) or (B) in connection with any Borrowing shall be determined an integral multiple of $1,000,000 in accordance with such Lender’s Pro Rata Share excess of the Commitments of such Class held by such Lender immediately prior to giving effect to such Borrowing and amount provided in clause (yA) ifabove, with respect to any Borrowing, any Lender has only a Class A Commitment (such Lender for such purposes, a “Class A Only Lender”) or only a Class B Commitment (such Lender for such purposes, a “Class B Only Lender”), then such Class A Only Lenders shall be required to make only Class A Loans and such Class B Only Lenders shall be required to make only Class B Loansas the case may be. (dc) On Within the Restatement Closing Date (foregoing limits and subject to the terms and conditions set forth in Section 4.01)herein, the Loans of each Exiting Lender shall be repaid in full (together with any unpaid feesBorrower may borrow, interest prepay and any other charges accrued thereon pursuant to the Existing Credit Agreement) with the proceeds of the Initial Term Loans in incurred pursuant to this Agreement (or one or more Equity Contributions or other funds available to the Borrower, as applicable). Upon payment in full of all outstanding Obligations owed to each Exiting Lender, the Commitments of such Exiting Lender shall be terminated, and the rights of such Exiting Lender under the Existing Credit Agreement and the other Loan Documents shall be automatically and irrevocably terminated (except for those rights that expressly survive termination), and such Exiting Lender shall be released from its obligations under the Existing Credit Agreement and any other Loans Documents (except for those obligations that expressly survive termination thereof). The Borrower and other Loan Parties hereby release and discharge such Exiting Lender and its respective affiliates, officers, directors, employees, agents and attorneys-in-fact (collectively, the “Released Parties”) from all damages, losses, claims and liabilities of any kind or character, known or unknown, present or future in any way arising out of or relating to the Loan Documents or the Obligations (including without limitation, all such damages, losses, claims and/or liabilities which arise out of contract, tort, violation of law or otherwise) other than any damages, losses, claims and liabilities resulting from this Agreement or any Released Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable order. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowedreborrow Loans.

Commitments; Loans. (a) Subject Each Lender severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, including Section 1.10, each Lender severally agrees to make Loans loans (each, a "Revolving Loan," and collectively, the "Revolving Loans") to the Borrower Borrower, from time to time on any Business Day during the Restatement period from and including the Closing Date (to but not including the “Initial Term Loans”) denominated in Dollars Termination Date, in an aggregate principal amount at any time outstanding not greater than the excess, if any, of its Commitment at such time over its Letter of Credit Exposure at such time, provided that no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made pursuant to such Borrowing) would exceed the amount Aggregate Commitments at such time. Subject to and on the terms and conditions of such Lender’s Initial Commitmentthis Agreement, the Borrower may borrow, repay and reborrow Revolving Loans. (b) At any The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a "Swingline Loan," and collectively, the "Swingline Loans") to the Borrower, from time to time on or following any Business Day during the Restatement period from the Closing Date to but prior to not including the Delayed Draw Term Loan Commitment Expiration DateSwingline Maturity Date (or, if earlier, the Borrower may requestTermination Date), in accordance with Section 2.02, one or more Loans (the “Delayed Draw Term Loans”) in an aggregate principal amount not to exceed $11,679,000.00. The aggregate principal amount of Delayed Draw Term Loans drawn after exceeding the Restatement Closing Date shall not at any time exceed the aggregate Delayed Draw Term Loan Commitments of all Lenders as of such dateSwingline Commitment, and notwithstanding that the aggregate principal amount of Delayed Draw Term Swingline Loans funded by any Lender shall not outstanding at any time time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time, may exceed the Delayed Draw Term Loan its Commitment at such time, but provided that no Borrowing of such Lender. (c) Each Borrowing Swingline Loans shall be made in two Classes if, immediately after giving effect thereto, the sum of Loans: (1) Class A Loans, in an aggregate principal amount equal to the product of (i) the Borrowed Amount of such Borrowing multiplied by (ii) the Class A Borrowing Percentage; and (2) Class B Loans, in an aggregate principal amount equal to the product of (i) the Borrowed Amount of such Borrowing multiplied by (ii) the Class B Borrowing Percentage. For the avoidance of doubt (x) the aggregate principal amount of Revolving Loans of any Class to be made by any Lender in connection with any Borrowing shall be determined in accordance with outstanding at such Lender’s Pro Rata Share of the Commitments of such Class held by such Lender immediately prior to giving effect to such Borrowing and time, (y) ifthe aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the Aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement, with respect the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to any Borrowing, any Lender has only a Class A Commitment (such Lender for such purposes, a “Class A Only Lender”Section 2.2(d)) or only a Class B Commitment (such Lender for such purposes, a “Class B Only Lender”), then such Class A Only Lenders shall be required to make only Class A Loans and such Class B Only Lenders shall be required to make only Class B reborrow Swingline Loans. (d) On the Restatement Closing Date (subject to the conditions set forth in Section 4.01), the Loans of each Exiting Lender shall be repaid in full (together with any unpaid fees, interest and any other charges accrued thereon pursuant to the Existing Credit Agreement) with the proceeds of the Initial Term Loans in incurred pursuant to this Agreement (or one or more Equity Contributions or other funds available to the Borrower, as applicable). Upon payment in full of all outstanding Obligations owed to each Exiting Lender, the Commitments of such Exiting Lender shall be terminated, and the rights of such Exiting Lender under the Existing Credit Agreement and the other Loan Documents shall be automatically and irrevocably terminated (except for those rights that expressly survive termination), and such Exiting Lender shall be released from its obligations under the Existing Credit Agreement and any other Loans Documents (except for those obligations that expressly survive termination thereof). The Borrower and other Loan Parties hereby release and discharge such Exiting Lender and its respective affiliates, officers, directors, employees, agents and attorneys-in-fact (collectively, the “Released Parties”) from all damages, losses, claims and liabilities of any kind or character, known or unknown, present or future in any way arising out of or relating to the Loan Documents or the Obligations (including without limitation, all such damages, losses, claims and/or liabilities which arise out of contract, tort, violation of law or otherwise) other than any damages, losses, claims and liabilities resulting from this Agreement or any Released Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable order. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed.

Commitments; Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, including Section 1.10in Article VI, each Term Loan Lender severally agrees to make Loans its portion of the Term Loan to be advanced on the Closing Date to the Borrower on the Restatement Closing Date (the “Initial Term Loans”) denominated in Dollars Date, in an aggregate principal amount not to exceed the amount of such Lender’s Initial Term Loan Commitment. (b) At any time on or following Notwithstanding the Restatement Closing Date but prior to the Delayed Draw Term Loan Commitment Expiration Dateforegoing, the Borrower may request, in accordance with Section 2.02, one or more Loans (the “Delayed Draw Term Loans”) in an aggregate principal amount not to exceed $11,679,000.00. The aggregate principal amount of Delayed Draw Term Loans drawn after the Restatement Closing Date shall not at any time exceed the aggregate Delayed Draw Term Loan Commitments of all Lenders as of such date, and the aggregate principal amount of Delayed Draw the Term Loans funded by any Lender Loan made on the Closing Date shall not at any time exceed the Delayed Draw Total Term Loan Commitment of such Lender. (c) Each Borrowing shall be made in two Classes of Loans: (1) Class A Loans, in an aggregate principal amount equal to the product of (i) the Borrowed Amount of such Borrowing multiplied by (ii) the Class A Borrowing Percentage; and (2) Class B Loans, in an aggregate principal amount equal to the product of (i) the Borrowed Amount of such Borrowing multiplied by (ii) the Class B Borrowing PercentageCommitment. For the avoidance of doubt (x) the Any principal amount of Loans of any Class to be made by any Lender in connection with any Borrowing shall be determined in accordance with such Lender’s Pro Rata Share of the Commitments of such Class held by such Lender immediately prior to giving effect to such Borrowing and (y) if, with respect to any Borrowing, any Lender has only a Class A Commitment (such Lender for such purposes, a “Class A Only Lender”) or only a Class B Commitment (such Lender for such purposes, a “Class B Only Lender”), then such Class A Only Lenders shall be required to make only Class A Loans and such Class B Only Lenders shall be required to make only Class B Loans. (d) On the Restatement Closing Date (subject to the conditions set forth in Section 4.01), the Loans of each Exiting Lender shall be repaid in full (together with any unpaid fees, interest and any other charges accrued thereon pursuant to the Existing Credit Agreement) with the proceeds of the Initial Term Loans in incurred pursuant to this Agreement (or one or more Equity Contributions or other funds available to the Borrower, as applicable). Upon payment in full of all outstanding Obligations owed to each Exiting Lender, the Commitments of such Exiting Lender shall be terminated, and the rights of such Exiting Lender under the Existing Credit Agreement and the other Loan Documents shall be automatically and irrevocably terminated (except for those rights that expressly survive termination), and such Exiting Lender shall be released from its obligations under the Existing Credit Agreement and any other Loans Documents (except for those obligations that expressly survive termination thereof). The Borrower and other Loan Parties hereby release and discharge such Exiting Lender and its respective affiliates, officers, directors, employees, agents and attorneys-in-fact (collectively, the “Released Parties”) from all damages, losses, claims and liabilities of any kind or character, known or unknown, present or future in any way arising out of or relating to the Loan Documents or the Obligations (including without limitation, all such damages, losses, claims and/or liabilities which arise out of contract, tort, violation of law or otherwise) other than any damages, losses, claims and liabilities resulting from this Agreement or any Released Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable order. Amounts borrowed under this Section 2.01 and is repaid or prepaid may not be reborrowed. (c) Subject to Section 2.08, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. 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; 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. (d) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that a Eurodollar Borrowing that results from a continuation of an outstanding Eurodollar Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of eight (8) (or such greater number as may be agreed to by the Administrative Agent) Eurodollar Borrowings outstanding. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert to or continue, any Eurodollar Borrowing of any Class if the Interest Period requested with respect thereto would end after the Final Maturity Date applicable thereto.

Commitments; Loans. (a) Subject Each Lender severally agrees, subject to and ------------------ on the terms and conditions set forth hereinof this Agreement, including Section 1.10, each Lender severally agrees to make Loans revolving credit loans (each, a "Revolving Loan," and collectively, the "Revolving Loans") to the Borrower Borrower, from time to time on any Business Day during the Restatement period from and including the Closing Date (to but not including the “Initial Term Loans”) denominated in Dollars Termination Date, in an aggregate principal amount at any time outstanding not greater than the excess, if any, of its Commitment at such time over its Letter of Credit Exposure at such time, provided that no Borrowing of Revolving Loans shall be made if, -------- immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made pursuant to such Borrowing) would exceed the aggregate Commitments at such time, and provided further that, in the event the Borrower shall deliver a notice of -------- ------- redemption pursuant to the Subordinated Note Indenture in connection with the Subordinated Note Redemption, no Borrowing of Revolving Loans shall be made at any time prior to the consummation of the Subordinated Note Redemption (other than for the purpose of effecting the Subordinated Note Redemption) if, immediately after giving effect thereto, the aggregate Unutilized Commitments would be less than the difference between (i) the aggregate amount required to effect the Subordinated Note Redemption (including the payment of such Lender’s Initial Commitmentany related redemption premium and all accrued and unpaid interest) minus (ii) the amount then on deposit with the Administrative Agent in a Redemption Account. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans. (b) At any The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a "Swingline Loan," and collectively, the "Swingline Loans") to the Borrower, from time to time on or following any Business Day during the Restatement period from the Closing Date to but prior to not including the Delayed Draw Term Loan Commitment Expiration DateSwingline Maturity Date (or, if earlier, the Borrower may requestTermination Date), in accordance with Section 2.02, one or more Loans (the “Delayed Draw Term Loans”) in an aggregate principal amount not to exceed $11,679,000.00. The aggregate principal amount of Delayed Draw Term Loans drawn after exceeding the Restatement Closing Date shall not at any time exceed the aggregate Delayed Draw Term Loan Commitments of all Lenders as of such dateSwingline Commitment, and notwithstanding that the aggregate principal amount of Delayed Draw Term Swingline Loans funded by any Lender shall not outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit Exposure at such time, may exceed the Delayed Draw Term Loan its Commitment at such time, but provided that no Borrowing of such Lender. (c) Each Borrowing -------- Swingline Loans shall be made in two Classes if, immediately after giving effect thereto, the sum of Loans: (1) Class A Loans, in an aggregate principal amount equal to the product of (i) the Borrowed Amount of such Borrowing multiplied by (ii) the Class A Borrowing Percentage; and (2) Class B Loans, in an aggregate principal amount equal to the product of (i) the Borrowed Amount of such Borrowing multiplied by (ii) the Class B Borrowing Percentage. For the avoidance of doubt (x) the aggregate principal amount of Revolving Loans of any Class to be made by any Lender in connection with any Borrowing shall be determined in accordance with outstanding at such Lender’s Pro Rata Share of the Commitments of such Class held by such Lender immediately prior to giving effect to such Borrowing and time, (y) ifthe aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement, with respect the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to any Borrowing, any Lender has only a Class A Commitment (such Lender for such purposes, a “Class A Only Lender”SECTION 2.2(e)) or only a Class B Commitment (such Lender for such purposes, a “Class B Only Lender”), then such Class A Only Lenders shall be required to make only Class A Loans and such Class B Only Lenders shall be required to make only Class B reborrow Swingline Loans. (d) On the Restatement Closing Date (subject to the conditions set forth in Section 4.01), the Loans of each Exiting Lender shall be repaid in full (together with any unpaid fees, interest and any other charges accrued thereon pursuant to the Existing Credit Agreement) with the proceeds of the Initial Term Loans in incurred pursuant to this Agreement (or one or more Equity Contributions or other funds available to the Borrower, as applicable). Upon payment in full of all outstanding Obligations owed to each Exiting Lender, the Commitments of such Exiting Lender shall be terminated, and the rights of such Exiting Lender under the Existing Credit Agreement and the other Loan Documents shall be automatically and irrevocably terminated (except for those rights that expressly survive termination), and such Exiting Lender shall be released from its obligations under the Existing Credit Agreement and any other Loans Documents (except for those obligations that expressly survive termination thereof). The Borrower and other Loan Parties hereby release and discharge such Exiting Lender and its respective affiliates, officers, directors, employees, agents and attorneys-in-fact (collectively, the “Released Parties”) from all damages, losses, claims and liabilities of any kind or character, known or unknown, present or future in any way arising out of or relating to the Loan Documents or the Obligations (including without limitation, all such damages, losses, claims and/or liabilities which arise out of contract, tort, violation of law or otherwise) other than any damages, losses, claims and liabilities resulting from this Agreement or any Released Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable order. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed.

Commitments; Loans. (a) Prior to the Restatement Effective Date, certain term loans were previously made to the Existing Borrower under the Existing Credit Agreement and which were assumed by the Borrower in accordance with the terms of Section 1.04 and which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, including Section 1.10, the Borrower and each Lender severally agrees to make Loans to the Borrower that on the Restatement Closing Effective Date immediately subsequent to the Borrower’s assumption pursuant to Section 1.04, but subject to the reallocation and other transactions described in Section 1.05, the Existing Loans shall be reevidenced as loans under this Agreement (each such loan, a “Loan” hereunder), the “Initial Term terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement and the Existing Borrower shall be released from its obligations under and with respect to the Existing Credit Agreement and the Existing Loans”) denominated in Dollars in an aggregate . Any amount borrowed under this Section 1.01 and subsequently repaid or prepaid may not to exceed the amount of such Lender’s Initial Commitmentbe reborrowed. (b) At any time Each Lender severally agrees, on or following the terms and conditions hereinafter set forth, to make Loans in U.S. dollars to the Borrower in the remaining amount of Borrowings available to the Existing Borrower under the Existing Credit Agreement (which in no event shall be greater than four Borrowings) from the Restatement Closing Effective Date but prior to and including the Delayed Draw Term Loan Commitment Expiration Date, Termination Date in an amount equal to such Lender’s unused Commitment. The Loans made by the Borrower may request, in accordance with Section 2.02, one or more Lenders that are ABR Loans shall be (the “Delayed Draw Term Loans”i) in an aggregate principal amount not to exceed $11,679,000.00. The a minimum aggregate principal amount of Delayed Draw Term Loans drawn after $5,000,000, (ii) in an integral multiple of $500,000 in excess of the Restatement Closing Date shall not at any time exceed the aggregate Delayed Draw Term Loan Commitments of all Lenders as of such date, and the aggregate principal amount of Delayed Draw Term Loans funded by any Lender shall not at any time exceed the Delayed Draw Term Loan Commitment of such Lender. provided in clause (ci) Each Borrowing shall be made in two Classes of Loans: above or (1iii) Class A Loans, in an aggregate principal amount equal to the product remaining balance of the Total Commitment, as the case may be. The Loans made by the Lenders that are Eurodollar Loans shall be (iA) the Borrowed Amount of such Borrowing multiplied by (ii) the Class A Borrowing Percentage; and (2) Class B Loans, in an a minimum aggregate principal amount equal to of $5,000,000 (or, if less, in the product of (i) the Borrowed Amount of such Borrowing multiplied by (ii) the Class B Borrowing Percentage. For the avoidance of doubt (x) the principal amount of Loans the Total Commitments less the Total Extensions of any Class to be made by any Lender Credit) or (B) in connection with any Borrowing shall be determined an integral multiple of $1,000,000 in accordance with such Lender’s Pro Rata Share excess of the Commitments of such Class held by such Lender immediately prior to giving effect to such Borrowing and amount provided in clause (yA) if, with respect to any Borrowing, any Lender has only a Class A Commitment (such Lender for such purposes, a “Class A Only Lender”) or only a Class B Commitment (such Lender for such purposes, a “Class B Only Lender”), then such Class A Only Lenders shall be required to make only Class A Loans and such Class B Only Lenders shall be required to make only Class B Loans. (d) On the Restatement Closing Date (subject to the conditions set forth in Section 4.01), the Loans of each Exiting Lender shall be repaid in full (together with any unpaid fees, interest and any other charges accrued thereon pursuant to the Existing Credit Agreement) with the proceeds of the Initial Term Loans in incurred pursuant to this Agreement (or one or more Equity Contributions or other funds available to the Borrowerabove, as applicable). Upon payment in full of all outstanding Obligations owed to each Exiting Lender, the Commitments of such Exiting Lender shall be terminated, and the rights of such Exiting Lender under the Existing Credit Agreement and the other Loan Documents shall be automatically and irrevocably terminated (except for those rights that expressly survive termination), and such Exiting Lender shall be released from its obligations under the Existing Credit Agreement and any other Loans Documents (except for those obligations that expressly survive termination thereof). The Borrower and other Loan Parties hereby release and discharge such Exiting Lender and its respective affiliates, officers, directors, employees, agents and attorneys-in-fact (collectively, the “Released Parties”) from all damages, losses, claims and liabilities of any kind or character, known or unknown, present or future in any way arising out of or relating to the Loan Documents or the Obligations (including without limitation, all such damages, losses, claims and/or liabilities which arise out of contract, tort, violation of law or otherwise) other than any damages, losses, claims and liabilities resulting from this Agreement or any Released Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable order. Amounts borrowed under this Section 2.01 and repaid or prepaid case may not be reborrowedbe.

Commitments; Loans. (ai) Each Revolver A Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a "Revolver A Loan," and collectively, the "Revolver A Loans") to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Revolver A Termination Date; provided, that no Borrowing of Revolver A Loans shall be made if, immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolver A Loans outstanding at such time (exclusive of Revolver A Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, such Borrowing) plus (y) the aggregate Letter of Credit Outstandings at such time (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, such Borrowing) plus (z) the aggregate principal amount of Bid Loans outstanding at such time (exclusive of Bid Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, such Borrowing) would exceed the aggregate Revolver A Commitments. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolver A Loans. (ii) On the Closing Date, and after giving effect to the concurrent assignment and purchase of a portion of the Existing Loans among the Lenders in accordance with SECTION 2.21, the aggregate principal amount of all Loans (as defined in the Original Credit Agreement) made pursuant to the Original Agreement and outstanding on the Closing Date (the "Existing Loans") shall automatically be converted to an equivalent principal amount of Revolver A Loans hereunder, made by the Lenders ratably in accordance with their respective Revolver A Commitments, and for all purposes of this Agreement shall be deemed to be Loans hereunder and entitled to the benefits of (and subject to the terms of) this Agreement and the other Loan Documents. All such Loans hereunder shall be of the same Type, and shall have the same Interest Period, as the corresponding Existing Loans. On the Closing Date, and after giving effect to the concurrent assignment and purchase among the Lenders in accordance with SECTION 2.21, the aggregate outstanding principal amount of all Letter of Credit Outstandings (as defined in the Original Credit Agreement, the "Existing Outstandings") shall automatically be converted to an equivalent amount of Letter of Credit Outstandings hereunder, and for all purposes of this Agreement shall be deemed to be Letter of Credit Outstandings hereunder and entitled to the benefits of (and subject to the terms of) this Agreement and the other Loan Documents. (iii) Each Revolver B Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a "Revolver B Loan," and collectively, the "Revolver B Loans") to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Revolver B Termination Date; provided, that no Borrowing of Revolver B Loans shall be made if, immediately after giving effect thereto, the aggregate principal amount of Revolver B Loans outstanding at such time (exclusive of Revolver B Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, such Borrowing) would exceed the aggregate Revolver B Commitments. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolver B Loans. (b) In addition to Committed Loans, each Lender severally agrees that the Borrower may, subject to and on the terms and conditions of this Agreement and as more particularly set forth in SECTION 2.3, request the Lenders to submit offers to make loans (each, a "Bid Loan," and collectively, the "Bid Loans") to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the earlier of (i) the date that is one (1) Business Day prior to the seventh (7th) day prior to the Revolver A Maturity Date or (ii) the Revolver A Termination Date; provided, that the Lenders may, but shall have no obligation to, submit such offers and the Borrower may, but shall have no obligation to, accept any such offers; and provided further, that no Borrowing of Bid Loans shall be made if, immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolver A Loans outstanding at such time (exclusive of Revolver A Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, such Borrowing) plus (y) the aggregate Letter of Credit Outstandings at such time (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, such Borrowing) plus (z) the aggregate principal amount of Bid Loans outstanding at such time (exclusive of Bid Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, such Borrowing) would exceed the aggregate Revolver A Commitments. (c) No Borrowing shall be required of any Lender if, immediately after giving effect thereto, a Default or Event of Default would exist. (d) The Loans shall, at the option of the Borrower and subject to the terms and conditions set forth of this Agreement, (i) in the case of Revolver A Loans and Revolver B Loans (each a "Class" of Loan), be either LIBOR Committed Loans or Base Rate Loans, or (ii) in the case of Bid Loans, either Absolute Rate Loans or LIBOR Bid Loans (Revolver A or Revolver B Base Rate Loans, Revolver A or Revolver B LIBOR Committed Loans, Absolute Rate Loans and LIBOR Bid Loans, each, a "Type" of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, including Section 1.10, each Lender severally agrees to make Loans to be of the Borrower on the Restatement Closing Date (the “Initial Term Loans”) denominated in Dollars in an aggregate amount not to exceed the amount of such Lender’s Initial Commitmentsame Class and Type. (be) At any time Any Loans made on or following the Restatement Closing Date but prior to the Delayed Draw Term Loan Commitment Expiration Date, the Borrower may request, in accordance with Section 2.02, one or more Loans (the “Delayed Draw Term Loans”) in an aggregate principal amount not to exceed $11,679,000.00. The aggregate principal amount of Delayed Draw Term Loans drawn after the Restatement Closing Date shall not at any time exceed the aggregate Delayed Draw Term Loan Commitments of all Lenders as of such date, and the aggregate principal amount of Delayed Draw Term Loans funded by any Lender shall not at any time exceed the Delayed Draw Term Loan Commitment of such Lender. (c) Each Borrowing shall be made in two Classes of Loans: (1) Class A Loans, in an aggregate principal amount equal to the product of (i) the Borrowed Amount of such Borrowing multiplied by (ii) the Class A Borrowing Percentage; and (2) Class B Loans, in an aggregate principal amount equal to the product of (i) the Borrowed Amount of such Borrowing multiplied by (ii) the Class B Borrowing Percentage. For the avoidance of doubt (x) the principal amount of Loans of any Class to be made by any Lender in connection with any Borrowing shall be determined in accordance with such Lender’s Pro Rata Share of the Commitments of such Class held by such Lender immediately prior to giving effect to such Borrowing and (y) if, with respect to any Borrowing, any Lender has only a Class A Commitment (such Lender for such purposes, a “Class A Only Lender”) or only a Class B Commitment (such Lender for such purposes, a “Class B Only Lender”), then such Class A Only Lenders shall be required to make only Class A Loans and such Class B Only Lenders shall be required to make only Class B initially as Base Rate Loans. (df) On Any borrowings outstanding under the Restatement Closing Date Original Agreement shall not be continued as Loans under this Agreement and shall be repaid, together with all interest and fees accrued thereon (subject including the accrued commitment fee pursuant to SECTION 2.7(A) of the Original Agreement and all amounts required to be paid pursuant to SECTION 2.13 of the Original Agreement), on or prior to the conditions set forth in Section 4.01), the Loans of each Exiting Lender shall be repaid in full (together with any unpaid fees, interest and any other charges accrued thereon pursuant to the Existing Credit Agreement) with the proceeds of the Initial Term Loans in incurred pursuant to this Agreement (or one or more Equity Contributions or other funds available to the Borrower, as applicable). Upon payment in full of all outstanding Obligations owed to each Exiting Lender, the Commitments of such Exiting Lender shall be terminated, and the rights of such Exiting Lender under the Existing Credit Agreement and the other Loan Documents shall be automatically and irrevocably terminated (except for those rights that expressly survive termination), and such Exiting Lender shall be released from its obligations under the Existing Credit Agreement and any other Loans Documents (except for those obligations that expressly survive termination thereof). The Borrower and other Loan Parties hereby release and discharge such Exiting Lender and its respective affiliates, officers, directors, employees, agents and attorneys-in-fact (collectively, the “Released Parties”) from all damages, losses, claims and liabilities of any kind or character, known or unknown, present or future in any way arising out of or relating to the Loan Documents or the Obligations (including without limitation, all such damages, losses, claims and/or liabilities which arise out of contract, tort, violation of law or otherwise) other than any damages, losses, claims and liabilities resulting from this Agreement or any Released Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable order. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowedClosing Date.