Common use of Commitments to Lend Clause in Contracts

Commitments to Lend. (a) Each Lender severally agrees, on the terms of this Agreement, to make Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Revolving Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Revolving Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Revolving Loans, Tranche B Loans and L/C Obligations at any one time Outstanding shall not exceed (i) the aggregate amount of the Commitments at such time or (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availability. Within the limits of the Revolving Loan Commitment of each Lender, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and re- borrow under this Section 2.01. (b) Each Lender severally agrees, on the terms of this Agreement, to make Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding shall not exceed (i) the aggregate amount of the Commitments at such time or (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availability. Any Tranche B Loans repaid hereunder are not permitted to be re-borrowed.

Commitments to Lend. (a) Each Lender severally agrees, on Subject to the terms of and conditions set forth in this Credit Agreement, each of the Lenders having a Revolving Credit Commitment severally agrees to make Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), lend to the Borrower requesting such Loans for a period commencing on Domestic Borrowers and the Agreement Effective Domestic Borrowers may borrow, repay, and reborrow from time to time between the Closing Date and terminating on the Revolving Credit Loan Commitment Termination Maturity Date applicable upon notice by ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ to the Agent given in accordance with Section 2.6, such Lender, in an sums as are requested by ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ on behalf of the Domestic Borrowers up to a maximum aggregate amount Outstanding outstanding (after giving effect to all amounts requested) at any one time (together with equal to such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed 's Revolving Credit Commitment, minus such Lender’s 's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of the outstanding amount of the Domestic Revolver Loans and Swing Line Loans (after giving effect to all amounts requested), plus the Dollar Equivalent of the sum of the outstanding amount of the Hunter Revolver Loans, plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the Dollar Equivalent of the aggregate face amount of all outstanding Bankers' Acceptances shall not at any time exceed the Total Revolving Credit Commitment. (b) Upon the terms and subject to the conditions of this Credit Agreement, the Hunter Fronting Bank agrees to lend to Hunter in Canadian Dollars the Canadian Dollar Equivalent of such sums that Hunter may request, from the Closing Date until but not including the Revolving Credit Loan Maturity Date, upon notice by Hunter to the Hunter Fronting Bank given in accordance with Section 2.6 hereof; provided that the outstanding principal amount of the Hunter Revolver Loans plus the aggregate face amount of all outstanding Bankers' Acceptances shall not exceed the Hunter Line, provided further, that the sum of the outstanding amount of the Domestic Revolver Loans and Swing Line Loans, plus the Dollar Equivalent of the sum of the outstanding amount of the Hunter Revolver Loans (after giving effect to all amounts requested), plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the Dollar Equivalent of the aggregate face amount of all outstanding Bankers' Acceptances shall not at any time exceed the Total Revolving Credit Commitment. (c) The Domestic Revolver Loans shall be made pro rata in accordance with each Lender's Commitment Percentage. The amount Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the applicable Borrower(s) that the conditions set forth in Section 13 and Section 14 have been satisfied on the date of such Loan. (d) Notwithstanding anything to the contrary in this Section 2.1, each of the Lenders having a Revolving Credit Commitment will, on one or more occasions prior to the Revolving Credit Loan Maturity Date, and regardless of whether the conditions set forth in Sections 13 and 14 are satisfied, make Domestic Revolver Loans to any Domestic Borrower solely for the purposes of repaying Swing Line Loans made to such Domestic Borrower pursuant to Section 2A.4 hereof. Section 2A hereof shall govern the Domestic Borrowers' joint and several obligations with respect to Swing Line Loans. In the event that any advances of Revolving Credit Loans pursuant to this Section 2.1(d) cause the sum of the aggregate principal amount (without duplication) of all Revolving Loans, Tranche B Domestic Revolver Loans and L/C Obligations at any one time Outstanding shall not exceed (i) the aggregate amount of the Commitments at such time or (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availability. Within the limits of the Revolving Loan Commitment of each Lender, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and re- borrow under this Section 2.01. (b) Each Lender severally agrees, on the terms of this Agreement, to make Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of outstanding plus the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Swing Line Loans and L/C Obligations at any one time Outstanding shall not exceed (i) outstanding plus the aggregate Maximum Drawing Amount of all Letters of Credit outstanding and all Unpaid Reimbursement Obligations plus the Dollar Equivalent of the sum of the outstanding amount of the Commitments at such time or (ii) from and after Hunter Revolver Loans plus the third anniversary Dollar Equivalent of the Agreement Effective Dateaggregate face amount of all outstanding Bankers' Acceptances to exceed the Total Revolving Credit Commitment then in effect, the Commitment Availability. Any Tranche B Loans repaid hereunder are not permitted to be re-borrowedDomestic Borrowers shall immediately prepay such excess amount.

Commitments to Lend. (a) Each Lender Bank severally agrees, on the terms of and conditions set forth in this Agreement, to make Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), to the Borrower requesting and participate in Letters of Credit issued by the Fronting Bank on behalf of the Banks pursuant to this Article II from time to time during the term hereof in amounts such that the aggregate principal amount of Committed Loans for a period commencing on the Agreement Effective Date and terminating on the Revolving Loan Commitment Termination Date applicable to by such Lender, in an aggregate amount Outstanding Bank at any one time (outstanding together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Revolving Loan Commitment. The amount Bank's pro rata share of the aggregate principal amount (without duplication) Letter of all Revolving Loans, Tranche B Loans and L/C Obligations at any one time Outstanding Credit Usage shall not exceed (i) the amount of its Commitment, provided that in no event shall the aggregate amount of the Commitments at such time or (ii) from Loans then outstanding and after Letter of Credit Usage, exceed the third anniversary of the Agreement Effective Date, the Commitment Loan Availability. Within the limits of the Revolving Loan Commitment of each Lender, the Borrower may borrow Each Borrowing under this Section 2.012.1 shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b) or in any amount required to reimburse the Fronting Bank for any drawing under any Letter of Credit) and, prepay pursuant other than with respect to Section 2.09 and re- borrow under this Section 2.01Money Market Loans, shall be made from the several Banks ratably in proportion to their respective Commitments. Subject to the limitations set forth herein, any amounts repaid may be reborrowed. (b) Each Lender severally agreesIf at any time the outstanding principal balance of the Loans and the Letter of Credit Usage exceeds the Loan Availability, on Borrower shall submit to the terms of this AgreementAdministrative Agent, not later than fifteen (15) days following written notice from the Administrative Agent to make Loans in Dollars Borrower (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), which notice Administrative Agent shall send to the Borrower requesting promptly following receipt of a Compliance Certificate reflecting such excess borrowing condition, and copy of which notice shall be sent promptly by the Administrative Agent to each Bank) of the existence of such excess borrowing condition, a written plan pursuant to which Borrower shall cause such excess borrowing condition to be eliminated not later than thirty (30) days following such notice from the Administrative Agent to the Borrower, through one or both of the following means: Borrower shall (A) pay to the Administrative Agent such amounts and/or (B) designate to the Administrative Agent such additional Qualifying Unencumbered Properties as may be acceptable under Section 5.14 as are necessary so that the outstanding principal balance of the Loans for and the Letter of Credit Usage does not exceed the Loan Availability. Failure by Borrower to have complied with the foregoing in a timely manner shall constitute an Event of Default without further notice or grace period commencing on hereunder. No further Borrowings shall be permitted, and the Agreement Effective Date Borrower shall not cause or allow any existing Qualifying Unencumbered Property to no longer be a Qualifying Unencumbered Property, so long as such excess borrowing condition shall continue to exist. Nothing in this Section 2.1(b) shall excuse Borrower's compliance with all terms, conditions, covenants and terminating on other obligations imposed upon it under the Tranche B Loan Commitment Termination Date applicable to Documents during the period of such Lenderexcess borrowing, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time nor in any Outstanding L/C Obligations) not to exceed manner condition or impair the Banks' rights thereunder in respect of any such Lender’s Tranche B Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding shall not exceed (i) the aggregate amount of the Commitments at such time or (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availability. Any Tranche B Loans repaid hereunder are not permitted to be re-borrowedbreach thereof by Borrower.

Commitments to Lend. (a) Each Lender severally agrees, on Subject to the terms of and conditions set forth in this Agreement, each of the Banks severally agrees to make Loans loans denominated in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), U.S. dollars to the Borrower requesting such Loans for a period commencing on Borrowers, and the Agreement Effective Date Borrowers may borrow, repay and terminating on reborrow from time to time during the Revolving Loan Commitment Termination Date applicable Credit Period, upon notice by a Borrower to the Administrative Agent given in accordance with Section 2.2(a) hereof, (i) such Lender, in an sums as are requested by the Tranche A Borrowers up to a maximum aggregate amount Outstanding outstanding (after giving effect to all amounts requested) at any one time equal to such Bank’s Tranche A Commitment Amount, and (together with ii) such Lendersums as are requested by the Tranche B Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank’s participations Tranche B Commitment Amount, provided that (a) the aggregate principal amount of all Tranche A Loans outstanding (after giving effect to all amounts requested) shall not exceed at any time the aggregate Tranche A Commitment Amounts of all of the Banks less outstanding Tranche A Swing Line Advances, (b) the aggregate principal amount of all Tranche A Loans outstanding to each Tranche A Borrower (after giving effect to all amounts requested) shall not exceed at any time its respective Tranche A Sublimit, (c) the aggregate principal amount of all Tranche B Loans outstanding (after giving effect to all amounts requested) shall not exceed at any time the aggregate Tranche B Commitment Amounts of all of the Banks less outstanding Tranche B Swing Line Advances, (d) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amounts of all of the Banks, (e) the aggregate principal amount of any Bank’s outstanding Loans shall not exceed at any time the amount of such time in any Outstanding L/C ObligationsBank’s Commitment (minus such Bank’s Commitment Percentage (unadjusted for a Defaulting Bank) not to exceed such Lender’s Revolving Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Revolving Loans, Tranche B Swing Line Advances then outstanding) and (f) the aggregate principal amount of all Loans and L/C Obligations at outstanding to any one time Outstanding Borrower (after giving effect to all amounts requested) shall not exceed at any time the maximum amount (ithe “Maximum Amount”) the aggregate amount of the Commitments such Borrower is permitted to borrow at such time or (ii) from under applicable laws and after the third anniversary of the Agreement Effective Dateregulations, the Commitment Availabilitylimitations on borrowing adopted by such Borrower in its Prospectus and/or SAI (if applicable) or elsewhere, and any agreements with federal, state, local or foreign governmental authorities or regulators, in each case as in effect from time to time. Within the limits of the Revolving Loan Commitment of each Lender, the Borrower may borrow Each Borrowing under this Section 2.01shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, prepay pursuant to Section 2.09 $500,000, and re- borrow integral multiples of $100,000 in excess thereof, and (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing under this Section 2.01shall be made from the several Banks pro rata in accordance with each Bank’s Commitment Percentage. (b) Each Lender severally agreesNotwithstanding the provisions of clause (a) of this Section 2.1, on and subject to the terms and conditions of this Agreement, each Swing Line Lender agrees to make (i) a portion of its Tranche A Commitment Amount available by making Loans in Dollars to any one or more Tranche A Borrowers and (individually, ii) a “portion of its Tranche B Loan” and collectively, the “Tranche B Loan”), Commitment Amount available by making Loans to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable Borrowers, and each Borrower may borrow, repay and reborrow such Swing Line Advances, from time to such Lendertime during the Revolving Credit Period, upon notice by any Borrower to the Administrative Agent in accordance with Section 2.2(b), in an aggregate principal amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) outstanding not to exceed such Lender’s the aggregate Tranche A Commitment Amounts or the aggregate Tranche B Loan Commitment. The Commitment Amounts, as applicable, of the Swing Line Lenders (after giving effect to all Swing Line Advances requested); provided that the aggregate amount of the aggregate principal amount all Loans outstanding from each Swing Line Lender (without duplicationafter giving effect to all Swing Line Advances requested) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding shall not exceed the respective Swing Line Lender’s Commitment Amount, and provided further that the aggregate amount of all Swing Line Advances outstanding from each Swing Line Lender (after giving effect to all Swing Line Advances requested) shall not exceed the respective Swing Line Lender’s Swing Line Commitment. All Swing Line Advances shall be made by the Swing Line Lenders on a pro rata basis. Each Borrower promises to pay each Swing Line Advance made to such Borrower, together with any and all accrued and unpaid interest thereon, on the earlier of (A) ten (10) days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by the Banks pursuant to clause (a) of this Section, and (C) the Termination Date. If (x) any Swing Line Advance remains outstanding to any Borrower more than ten (10) days from the date of the advance thereof, (y) Loans are not requested pursuant to clause (a) of this Section by such Borrower prior to the Termination Date, or (z) the Administrative Agent so requests at any time in its sole and absolute discretion, then each Bank (including each of the Swing Line Lenders in its respective capacity as a Bank) shall fund its pro rata share (based upon such Bank’s Commitment Percentage) of the principal amount of such Swing Line Advance with a Committed Loan. Each Bank’s obligation to make such payments to the Administrative Agent for account of the Swing Line Lenders under this clause (b), and the Swing Line Lenders’ rights to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Bank to make its payment under this clause (b), the financial condition of any Borrower, the existence of any Default or Event of Default, the failure of any of the conditions set forth in Article III to be satisfied, or the termination of the Commitments. Each such payment to the Swing Line Lenders shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank agrees to fund its pro rata share of such outstanding Swing Line Advances on (i) the aggregate amount Business Day on which demand therefore is made by the Swing Line Lenders or the Administrative Agent as aforesaid, provided that notice of the Commitments at such time demand is given not later than 4:00 p.m. (New York time) on such Business Day or (ii) from the first Business Day next succeeding such demand if notice of such demand is given after such time, provided that in no event shall the aggregate outstanding amount of any Bank’s Loans exceed such Bank’s Commitment. If and after to the third anniversary extent that any Bank shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Bank agrees to pay to the Administrative Agent for the account of the Agreement Effective DateSwing Line Lenders forthwith on demand such amount together with interest thereon, for each day from the Commitment Availability. Any Tranche B Loans repaid hereunder are not permitted date of demand by the Swing Line Lenders until the date such amount is paid to be re-borrowedthe Administrative Agent, at the Federal Funds Rate.

Commitments to Lend. (a) Each Tranche A Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make Loans loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on pursuant to this Section from time to time during the Revolving Credit Period; provided that (A) no Tranche A Loan Commitment Termination Date applicable shall be made pursuant to such Lender, in an aggregate amount Outstanding this Section 2.01(a) (other than any Tranche A Loan made pursuant to Section 2.16(e)) at any one time when the Total Tranche B Outstanding Amount is less than the Maximum Tranche B Availability and (together with B) immediately after each such Lender’s participations at such time in any Outstanding L/C Obligationsloan is made: (1) not to exceed such Lender’s Revolving Loan Commitment. The amount the sum of the aggregate outstanding principal amount (without duplication) of all Revolving Loans, such Tranche B A Lender’s Tranche A Loans and L/C Obligations at any one time Outstanding shall not exceed (i) plus the aggregate amount of such Tranche A Lender’s LC Exposure shall not exceed its Tranche A Commitment, (2) the Commitments at Total Tranche A Outstanding Amount shall not exceed the Maximum Tranche A Availability and (3) the Total Outstanding Amount shall not exceed the Maximum Facility Availability. Subject to Section 2.02(c), each Borrowing under this Section shall be in an aggregate principal amount of $5,000,000 or any larger multiple of $1,000,000 (except that (x) any such time or Borrowing may be in the aggregate amount available within the limitations in the foregoing proviso and (iiy) any Base Rate Borrowing pursuant to ‎Section 2.16(e) may be in the amount specified therein) and shall be made from and after the third anniversary of the Agreement Effective Date, the Commitment Availabilityseveral Tranche A Lenders ratably in proportion to their respective Tranche A Commitments. Within the limits of the Revolving Loan Commitment of each Lenderforegoing limits, the Borrower may borrow under this Section 2.01Section, repay, or to the extent permitted by ‎Section 2.11, prepay pursuant to Section 2.09 Tranche A Loans and re- re-borrow under this Section ‎Section 2.01. (b) Each Tranche B Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make Loans loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), to the Borrower requesting pursuant to this Section from time to time during the Revolving Credit Period; provided that, immediately after each such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding shall not exceed loan is made: (i) the aggregate outstanding principal amount of the Commitments at such time or Tranche B Lender’s Tranche B Loans shall not exceed its Tranche B Commitment, (ii) the Total Tranche B Outstanding Amount shall not exceed the Maximum Tranche B Availability and (iii) the Total Outstanding Amount shall not exceed the Maximum Facility Availability. Subject to Section 2.02(c), each Borrowing under this Section shall be in an aggregate principal amount of $5,000,000 or any larger multiple of $1,000,000 (except that any such Borrowing may be in the aggregate amount available within the limitations in the foregoing proviso) and shall be made from and after the third anniversary of several Tranche B Lenders ratably in proportion to their respective Tranche B Commitments. Within the Agreement Effective Dateforegoing limits, the Commitment Availability. Any Borrower may borrow under this Section, repay, or to the extent permitted by ‎Section 2.11, prepay Tranche B Loans repaid hereunder are not permitted to be and re-borrowedborrow under this ‎Section 2.01.

Commitments to Lend. (a) Each During the Revolving Credit Period, each Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), loans to the Borrower requesting pursuant to this Section from time to time in amounts such Loans for a period commencing on the Agreement Effective Date and terminating on the Revolving Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time that (together with i) such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Revolving Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Revolving Loans, Tranche B Loans and L/C Obligations at any one time Outstanding Committed Amount shall not exceed (i) the aggregate amount of the Commitments at such time or its Commitment and (ii) from and after the third anniversary of Total Outstanding Amount shall not exceed the Agreement Effective Date, the Commitment AvailabilityTotal Commitments. Within the limits of the Revolving Loan Commitment of each Lenderforegoing limits, the Borrower may borrow under this Section 2.01Section, prepay pursuant Loans to the extent permitted by Section 2.09 and re- borrow reborrow at any time during the Revolving Credit Period under this Section. Each Borrowing under this Section 2.01shall be in an aggregate principal amount of $5,000,000 or any larger multiple of $1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02) and shall be made from the several Lenders ratably in proportion to their respective Commitments. (b) Each Lender severally agrees, on The Termination Date may be extended in the terms of manner set forth in this Agreement, to make Loans in Dollars subsection (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), to the Borrower requesting such Loans b) for a period commencing on of one year from the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such Lender, then in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding shall not exceed effect provided that (i) the aggregate amount no Default or Event of the Commitments at such time or Default shall have occurred and be continuing; and (ii) from the representations and after warranties contained in this Agreement are true and correct as of such date. If the third Borrower wishes to request an extension of the Termination Date, the Borrower shall give written notice to that effect to the Administrative Agent not less than 45 nor more than 60 days prior to each anniversary of the Agreement Effective Date, whereupon the Commitment AvailabilityAdministrative Agent shall promptly notify each of the Lenders of such request. Each Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 10 days of such notice to the Administrative Agent. Any Tranche B Loans repaid hereunder are Lender not permitted responding to such request within such time period shall be re-borroweddeemed to have responded negatively to such request. The Borrower may request the Lenders that do not elect to extend the Termination Date to assign their Commitments in their entirety to one or more Assignees pursuant to Section 9.08 which Assignees will agree to extend the Termination Date. If all Lenders (including such Assignees and excluding their respective transferor Lenders) respond affirmatively, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto duly completed and signed by all of the parties thereto, the Termination Date shall be extended to the first anniversary of the Termination Date then in effect.

Commitments to Lend. (a) Each Lender severally agrees, on Subject to the terms of and conditions set forth in this Agreement, each of the Banks severally agrees to make Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), loans to the Borrower requesting such Loans for a period commencing on Borrowers, and the Agreement Effective Date Borrowers may borrow, repay and terminating on reborrow from time to time during the Revolving Loan Commitment Termination Date applicable Credit Period, upon notice by a Borrower to the Administrative Agent given in accordance with Section 2.2(a) hereof, (i) such Lender, in an sums as are requested by the Tranche A Borrowers up to a maximum aggregate amount Outstanding outstanding (after giving effect to all amounts requested) at any one time equal to such Bank’s Tranche A Commitment Amount, and (together with ii) such Lendersums as are requested by the Tranche B Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank’s participations at such time in any Outstanding L/C ObligationsTranche B Commitment Amount, provided that (a) not to exceed such Lender’s Revolving Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Revolving LoansTranche A Loans outstanding (after giving effect to all amounts requested) shall not exceed at any time the aggregate Tranche A Commitment Amounts of all of the Banks less outstanding Tranche A Swing Line Advances, (b) the aggregate principal amount of all Tranche A Loans outstanding to each Tranche A Borrower (after giving effect to all amounts requested) shall not exceed at any time its respective Tranche A Sublimit, (c) the aggregate principal amount of all Tranche B Loans and L/C Obligations at any one time Outstanding outstanding (after giving effect to all amounts requested) shall not exceed at any time the aggregate Tranche B Commitment Amounts of all of the Banks less outstanding Tranche B Swing Line Advances, (id) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) shall not exceed at any time the Commitments aggregate Commitment Amounts of all of the Banks and (e) the aggregate principal amount of all Loans outstanding to any Borrower (after giving effect to all amounts requested) shall not exceed at any time the maximum amount (the Table of Contents “Maximum Amount”) such Borrower is permitted to borrow at such time or (ii) from under applicable laws and after the third anniversary of the Agreement Effective Dateregulations, the Commitment Availabilitylimitations on borrowing adopted by such Borrower in its Prospectus and/or SAI (if applicable) or elsewhere, and any agreements with federal, state, local or foreign governmental authorities or regulators, in each case as in effect from time to time. Within the limits of the Revolving Loan Commitment of each Lender, the Borrower may borrow Each Borrowing under this Section 2.01shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, prepay pursuant to Section 2.09 $500,000, and re- borrow integral multiples of $100,000 in excess thereof, and (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing under this Section 2.01shall be made from the several Banks pro rata in accordance with each Bank’s Commitment Percentage. (b) Each Lender severally agreesNotwithstanding the provisions of clause (a) of this Section 2.1, on and subject to the terms and conditions of this Agreement, each Swing Line Lender agrees to make (i) an amount equal to its Tranche A Commitment Amount available by making Loans in Dollars to any one or more Tranche A Borrowers and (individually, a “ii) an amount equal to its Tranche B Loan” and collectively, the “Tranche B Loan”), Commitment Amount available by making Loans to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable Borrower, and each Borrower may borrow, repay and reborrow such Swing Line Advances, from time to such Lendertime during the Revolving Credit Period, upon notice by any Borrower to the Administrative Agent in accordance with Section 2.2(b), in an aggregate principal amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) outstanding not to exceed such Lender’s the aggregate Tranche A Commitment Amounts or the aggregate Tranche B Loan Commitment. The Commitment Amounts, as applicable, of the Swing Line Lenders (after giving effect to all Swing Line Advances requested); provided that the aggregate amount of the aggregate principal amount all Loans outstanding from each Swing Line Lender (without duplicationafter giving effect to all Swing Line Advances requested) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding shall not exceed the respective Swing Line Lender’s Commitment Amount, and provided further that the maximum amount of Swing Line Advances for a Swing Line Lender shall be subject to any maximum limit as stated in Schedule 1 annexed hereto. All Swing Line Advances shall be made by the Swing Line Lenders on a pro rata basis. Each Borrower promises to pay each Swing Line Advance made to such Borrower, together with any and all accrued and unpaid interest thereon, on the earlier of (A) ten (10) days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by the Banks pursuant to clause (a) of this Section, and (C) the Termination Date. If (x) any Swing Line Advance remains outstanding to any Borrower more than ten (10) days from the date of the advance thereof, (y) Loans are not requested pursuant to clause (a) of this Section by such Borrower prior to the Termination Date, or (z) the Administrative Agent so requests at any time in its sole and absolute discretion, then each Bank (including each of the Swing Line Lenders in its respective capacity as a Bank) shall fund its pro rata share (based upon such Bank’s Commitment Percentage) of the principal amount of such Swing Line Advance with a Committed Loan, which Committed Loan shall initially be a Base Rate Loan. Each Bank’s obligation to make such payments to the Administrative Agent for account of the Swing Line Lenders under this paragraph (b), and the Swing Line Lenders’ rights to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Bank to make its payment under this paragraph (b), the financial condition of any Borrower, the existence of any Default or Event of Default, the failure of any of the conditions set forth in Article III to be satisfied, or the termination of the Commitments. Each such payment to the Swing Line Lenders shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank agrees to fund its pro rata share of such outstanding Swing Line Advances on (i) the aggregate amount Business Day on which demand therefore is made by the Swing Line Lenders as aforesaid, provided that notice of the Commitments at such time demand is given not later than 2:00 p.m. (New York time) on such Business Day or (ii) from the first Table of Contents Business Day next succeeding such demand if notice of such demand is given after such time. If and after to the third anniversary extent that any Bank shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Bank agrees to pay to the Administrative Agent for the account of the Agreement Effective DateSwing Line Lenders forthwith on demand such amount together with interest thereon, for each day from the Commitment Availability. Any Tranche B Loans repaid hereunder are not permitted date of demand by the Swing Line Lenders until the date such amount is paid to be re-borrowedthe Administrative Agent, at the Federal Funds Rate.

Commitments to Lend. (a) Each Lender severally agrees, on Subject to the terms and conditions set forth in this Agreement, each of the Banks severally agrees to make loans denominated in U.S. dollars to the Borrowers, and the Borrowers may borrow, repay and reborrow from time to time during the Revolving Credit Period, upon notice by a Borrower to the Administrative Agent given in accordance with Section 2.2(a) hereof, (i) such sums as are requested by the Tranche A Borrowers, and (ii) such sums as are requested by the Tranche B Borrowers, in each case in an aggregate principal amount that will not result (after giving effect to all amounts requested) in (a) such Bank's Tranche A Revolving Credit Exposure exceeding such Bank's Tranche A Commitment Amount, (b) such Bank's Tranche B Revolving Credit Exposure exceeding such Bank's Tranche B Commitment Amount, (c) such Bank's Revolving Credit Exposure exceeding such Bank's Commitment Amount, (d) the aggregate principal amount of all Tranche A Loans to each Tranche A Borrower exceeding its respective Tranche A Sublimit, (e) the Total Revolving Credit Exposures exceeding the total Commitment Amounts or (f) such Borrower having outstanding more than it is permitted to borrow at such time under applicable laws and regulations, the limitations on borrowing adopted by such Borrower in its Prospectus and/or SAI (if applicable) or elsewhere, and any agreements with federal, state, local or foreign governmental authorities or regulators, in each case as in effect from time to time (the "Maximum Amount"). Each Borrowing under this Section shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, $500,000, and integral multiples of $100,000 in excess thereof, and (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing under this Section shall be made from the several Banks pro rata in accordance with each Bank's Commitment Percentage. ACTIVE 255598135 (b) Notwithstanding the provisions of clause (a) of this Section 2.1, and subject to the terms and conditions of this Agreement, each Swing Line Lender agrees to make (x) a portion of its Tranche A Commitment Amount available by making Loans to any one or more Tranche A Borrowers and (y) a portion of its Tranche B Commitment Amount available by making Loans to the Tranche B Borrowers, and each Borrower may borrow, repay and reborrow such Swing Line Advances, from time to time during the Revolving Credit Period, upon notice by any Borrower to the Administrative Agent in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”accordance with Section 2.2(b), to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Revolving Loan Commitment Termination Date applicable to such Lender, in each case in an aggregate principal amount Outstanding that will not result (after giving effect to all amounts requested) at any one time (together with such Lender’s participations at such time outstanding in any Outstanding L/C Obligations) not to exceed such Lender’s Revolving Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Revolving Loans, Tranche B Loans and L/C Obligations at any one time Outstanding shall not exceed (i) the aggregate principal amount of the Commitments at outstanding Swing Line Advances made by such time or Swing Line Lender exceeding such Swing Line Lender's Swing Line Commitment, (ii) from and after the third anniversary of the Agreement Effective Date, the such Swing Line Lender's Tranche A Revolving Credit Exposure exceeding its Tranche A Commitment Availability. Within the limits of the Revolving Loan Commitment of each Lender, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and re- borrow under this Section 2.01. (b) Each Lender severally agrees, on the terms of this Agreement, to make Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding shall not exceed (i) the aggregate amount of the Commitments at such time or (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availability. Any Tranche B Loans repaid hereunder are not permitted to be re-borrowed.Amount,

Commitments to Lend. (a) Each Lender Bank severally agrees, on the terms of and conditions set forth in this Agreement, to make Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), to the Borrower requesting and participate in Letters of Credit issued by the Fronting Bank on behalf of the Banks pursuant to this Article II from time to time during the term hereof in amounts such that the aggregate principal amount of Committed Loans for a period commencing on the Agreement Effective Date and terminating on the Revolving Loan Commitment Termination Date applicable to by such Lender, in an aggregate amount Outstanding Bank at any one time (outstanding together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Revolving Loan Commitment. The amount Bank's pro rata share of the aggregate principal amount (without duplication) Letter of all Revolving Loans, Tranche B Loans and L/C Obligations at any one time Outstanding Credit Usage shall not exceed (i) the amount of its Commitment, provided that in no event shall the aggregate amount of the Commitments at such time or (ii) from Loans then outstanding and after Letter of Credit Usage, exceed the third anniversary of the Agreement Effective Date, the Commitment Loan Availability. Within the limits of the Revolving Loan Commitment of each Lender, the Borrower may borrow Each Borrowing under this Section 2.012.1 shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(b) or in any amount required to reimburse the Fronting Bank for any drawing under any Letter of Credit) and, prepay pursuant other than with respect to Section 2.09 and re- borrow under this Section 2.01Money Market Loans, shall be made from the several Banks ratably in proportion to their respective Commitments. Subject to the limitations set forth herein, any amounts repaid may be reborrowed. (b) Each Lender severally agreesIf at any time the outstanding principal balance of the Loans and the Letter of Credit Usage exceeds the Loan Availability, on Borrower shall submit to the terms of this AgreementAdministrative Agent, not later than fifteen (15) days following written notice from the Administrative Agent to make Loans in Dollars Borrower (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), which notice Administrative Agent shall send to the Borrower requesting promptly following receipt of a Compliance Certificate reflecting such Loans for a period commencing on excess borrowing condition, and copy of which notice shall be sent promptly by the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable Administrative Agent to such Lender, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligationseach Bank) not to exceed such Lender’s Tranche B Loan Commitment. The amount of the aggregate existence of such excess borrowing condition, a written plan pursuant to which Borrower shall cause such excess borrowing condition to be eliminated not later than thirty (30) days following such notice from the Administrative Agent to the Borrower, through one or both of the following means: Borrower shall (A) pay to the Administrative Agent such amounts and/or (B) designate to the Administrative Agent such additional Qualifying Unencumbered Properties as may be acceptable under Section 5.14 as are necessary so that the outstanding principal amount (without duplication) balance of all Tranche B Loans, Revolving the Loans and L/C Obligations at any one time Outstanding the Letter of Credit Usage does not exceed the Loan Availability. Failure by Borrower to have complied with the foregoing in a timely manner shall constitute an Event of Default without further notice or grace period hereunder. No further Borrowings shall be permitted, and the Borrower shall not exceed (i) the aggregate amount of the Commitments at cause or allow any existing Qualifying Unencumbered Property to no longer be a Qualifying Unencumbered Property, so long as such time or (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availabilityexcess borrowing condition shall continue to exist. Any Tranche B Loans repaid hereunder are not permitted to be re-borrowed.Nothing in this Section 2.1

Commitments to Lend. (a) Each Lender severally agrees, on Subject to the terms of and conditions set forth in this Agreement, : (i) each of the Tranche A ▇▇▇▇▇ severally agrees to make Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), loans to the Borrower requesting such Loans for a period commencing on Tranche A Borrowers, and the Agreement Effective Date Tranche A Borrowers may borrow, repay and terminating on reborrow from time to time during the Revolving Loan Commitment Termination Date applicable Credit Period, upon notice by a Tranche A Borrower to the Administrative Agent given in accordance with Section 2.2(a) hereof such Lender, sums as are requested by the Tranche A Borrowers in an aggregate principal amount Outstanding at any one time that will not result (together with after giving effect to all amounts requested) in (a) such LenderBank’s participations at Tranche A Revolving Credit Exposure exceeding such time in any Outstanding L/C ObligationsBank’s Tranche A Commitment Amount or (b) not to exceed such LenderBank’s Revolving Loan Commitment. The amount of Credit Exposure exceeding such Bank’s Commitment Amount; provided, that the aggregate principal amount (without duplication) of all Tranche A Loans (after giving effect to all amounts requested) and Tranche A Swing Line Advances shall not exceed the Aggregate Tranche A Commitment Amount; and (ii) each of the Tranche B ▇▇▇▇▇ severally agrees to make loans to the Tranche B Borrowers, and the Tranche B Borrowers may borrow, repay and reborrow from time to time during the Revolving LoansCredit Period, upon notice by a Tranche B Borrower to the Administrative Agent given in accordance with Section 2.2(a) hereof such sums as are requested by the Tranche B Borrowers in an aggregate principal amount that will not result (after giving effect to all amounts requested) in (a) such Bank’s Tranche B Revolving Credit Exposure exceeding such Bank’s Tranche B Commitment Amount or (b) such Bank’s Revolving Credit Exposure exceeding such Bank’s Commitment Amount; provided, that the aggregate principal amount of all Tranche B Loans (after giving effect to all amounts requested) and L/C Obligations at any one time Outstanding Tranche B Swing Line Advances shall not exceed the Aggregate Tranche B Commitment Amount; provided, further that in each case (i) the aggregate principal amount of all Tranche A Loans outstanding (after giving effect to all amounts requested) to each Tranche A Borrower shall not exceed at any time its respective Tranche A Sublimit, (ii) the Commitments aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amounts of all of the Banks and (iii) after giving effect to all amounts requested, such Borrower will not have outstanding more than it is permitted to borrow at such time or (ii) from under applicable laws and after the third anniversary of the Agreement Effective Dateregulations, the Commitment Availabilitylimitations on borrowing adopted by such Borrower in its Prospectus and/or SAI (if applicable) or elsewhere, and any agreements with federal, state, local or foreign governmental authorities or regulators, in each case as in effect from time to time (the “Maximum Amount”). Within the limits of the Revolving Loan Commitment of each Lender, the Borrower may borrow Each Borrowing under this Section 2.012.1(a) shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, prepay pursuant to Section 2.09 $500,000, and re- borrow integral multiples of $100,000 in excess thereof, and (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing under this Section 2.012.1(a) shall be made from the several Tranche A Banks pro rata in accordance with such Bank’s Tranche A Commitment Percentage and from the several Tranche B Banks pro rata in accordance with such Bank’s Tranche B Commitment Percentage. (b) Each Lender severally agreesNotwithstanding the provisions of clause (a) of this Section 2.1, on and subject to the terms and conditions of this Agreement, : (i) each Tranche A Swing Line Lender agrees to make Loans in Dollars (individuallya portion of its Tranche A Commitment Amount available by making swing line advances to any one or more Tranche A Borrowers and each Tranche A Borrower may borrow, repay and reborrow such Tranche A Swing Line Advances, from time to time during the Revolving Credit Period, upon notice by a “Tranche B Loan” and collectively, the “Tranche B Loan”), A Borrower to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such LenderAdministrative Agent in accordance with Section 2.2(b), in an aggregate principal amount Outstanding at that will not result (after giving effect to all amounts requested) in: (a) such Tranche A Swing Line Lender’s Tranche A Swing Line Advances exceeding its Tranche A Swing Line Commitment, (b) such Bank’s Tranche A Revolving Credit Exposure exceeding such Bank’s Tranche A Commitment Amount or (c) such Bank’s Revolving Credit Exposure exceeding such Bank’s Commitment Amount; provided, that the aggregate principal amount of all Tranche A Loans and Tranche A Swing Line Advances (after giving effect to all amounts requested) shall not exceed the Aggregate Tranche A Commitment Amount; and (ii) each Tranche B Swing Line Lender agrees to make a portion of its Tranche B Commitment Amount available by making swing line advances to any one or more Tranche B Borrowers and each Tranche B Borrower may borrow, repay and reborrow such Tranche B Swing Line Advances, from time to time during the Revolving Credit Period, upon notice by a Tranche B Borrower to the Administrative Agent in accordance with Section 2.2(b), in an aggregate principal amount that will not result (together with after giving effect to all amounts requested) in: (a) such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Tranche B Swing Line Lender’s Tranche B Loan Swing Line Advances exceeding its Tranche B Swing Line Commitment. The amount of , (b) such Bank’s Tranche B Revolving Credit Exposure exceeding such Bank’s Tranche B Commitment Amount or (c) such Bank’s Revolving Credit Exposure exceeding such Bank’s Commitment Amount; provided, that the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding Tranche B Swing Line Advances (after giving effect to all amounts requested) shall not exceed the Aggregate Tranche B Commitment Amount provided, further that in each case, after giving effect to all amounts requested, (i) the aggregate principal amount of outstanding Swing Line Advances made by such Swing Line Lender shall not exceed such Swing Line Lender’s Swing Line Commitment, (ii) such Swing Line Lender’s Tranche A Revolving Credit Exposure shall not exceed its Tranche A Commitment Amount, (iii) such Swing Line Lender’s Tranche B Revolving Credit Exposure shall not exceed its Tranche B Commitment Amount, (iv) such Swing Line Lender’s Revolving Credit Exposure shall not exceed its Commitment Amount and (v) the Commitments sum of the total Revolving Credit Exposure shall not exceed the total Commitment Amounts. All Swing Line Advances shall be made by the Applicable Swing Line Lenders on a pro rata basis. Each Borrower promises to repay each Swing Line Advance made to such Borrower, together with any and all accrued and unpaid interest thereon, on the earlier of (A) the Maturity Date for such Swing Line Advance and (B) the date of the next Loan made to such Borrower by the Banks pursuant to clause (a) of this Section 2.1. Each Swing Line Advance shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, $500,000, and integral multiples of $100,000 in excess thereof, and (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. (c) If (x) any Swing Line Advance remains outstanding to any Borrower more than ten (10) days from the date of the advance thereof, (y) Loans are not requested pursuant to clause (a) of this Section 2.1 by such Borrower prior to the Termination Date, or (z) the Administrative Agent or any Applicable Swing Line Lender so requests at any time in its sole and absolute discretion, then each Applicable Bank (including each Applicable Swing Line Lender, in its respective capacity as a Bank) shall fund its pro rata share (based upon such time Applicable Bank’s Tranche A Commitment Percentage or Tranche B Commitment Percentage, as applicable) of the principal amount of such Swing Line Advance with a Committed Loan. Each Applicable Bank agrees to fund its pro rata share of each such outstanding Swing Line Advance on (i) the Business Day on which demand therefore is made by any Swing Line Lender or the Administrative Agent as aforesaid, provided that notice of such demand is given not later than 4:00 p.m. (New York time) on such Business Day or (ii) from the first Business Day next succeeding such day if notice of such demand is given after such time, provided that in no event shall the aggregate outstanding amount of any Bank’s (a) Tranche A Revolving Credit Exposure exceed such Bank’s Tranche A Commitment Amount, (b) Tranche B Revolving Credit Exposure exceed such Bank’s Tranche B Commitment Amount or (c) Revolving Credit Exposure exceed such Bank’s Commitment Amount. If and after to the third anniversary extent that any Applicable Bank shall not have so made the amount of such Committed Loan available to the Administrative Agent, such Applicable Bank agrees to pay to the Administrative Agent for the account of the Agreement Applicable Swing Line Lenders forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Applicable Swing Line Lenders until the date such amount is paid to the Administrative Agent, at the greater of the Federal Funds Effective DateRate or the Overnight Bank Funding Rate. (d) If prior to the making of a Committed Loan to a Borrower pursuant to the immediately preceding paragraph one or more of the events described in Section 6.1(d) or Section 6.1(e) shall have occurred with respect to such Borrower or if for any other reason a Committed Loan cannot be made pursuant to Section 2.1(c), each Applicable Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Advances (“Unrefunded Swing Line Advances”) in an amount equal to the amount (if any) of Committed Loans which would otherwise have been made by such Bank pursuant to Section 2.1(c) (and subject to the notice periods and other procedures referred to in Section 2.1(c)). Each Applicable Bank will immediately transfer to the Administrative Agent, in immediately available funds, the Commitment Availability. Any Tranche B amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Applicable Swing Line Lenders in such amount as will reduce the amount of the participating interest retained by the Applicable Swing Line Lenders in its Swing Line Advances to the amount of the Committed Loans repaid hereunder are which were to have been made by it pursuant to Section 2.1(c). (e) Whenever, at any time after any Swing Line Lender has received from any Bank such Bank’s Swing Line Participation Amount, such Swing Line Lender receives any payment on account of the Swing Line Advances, such Swing Line Lender will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such payment is not permitted sufficient to pay the principal of and interest on all applicable Swing Line Advances then due); provided, however, that in the event that such payment received by such Swing Line Lender is required to be re-borrowedreturned, such Bank will return to such Swing Line Lender any portion thereof previously distributed to it by such Swing Line Lender. (f) Each applicable Bank’s obligation to make the Committed Loans described in Section 2.1(c) and to purchase the Swing Line Participation Amounts described in Section 2.1(d), and the Swing Line Lenders’ rights to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Bank to make the Committed Loans described in Section 2.1(c) or to purchase the Swing Line Participation Amounts described in Section 2.1(d), the financial condition of any Borrower, the existence of any Default or Event of Default, the failure of any of the conditions set forth in Article III to be satisfied, or the termination of the Commitments. Each such Committed Loan or purchase of a Swing Line Participation Amount shall be made without any offset, abatement, withholding or reduction whatsoever.

Commitments to Lend. (a) Tranche A Loan. Each Lender Tranche A Bank severally agrees, on the -------------- terms of and conditions set forth in this Agreement, to make Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), to the Borrower requesting such Loans for a period commencing Tranche A Loan on the Agreement Effective Closing Date and terminating on the Revolving Loan Commitment Termination Date applicable to such Lender, Borrower in an amount such that the aggregate principal amount Outstanding of the Tranche A Loan by such Bank at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) outstanding shall not to exceed such Lender’s Revolving the amount of its Tranche A Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Revolving Loans, Tranche B Loans and L/C Obligations at any one time Outstanding shall not exceed (i) the aggregate amount of the Commitments at such time or Tranche A Loan to be made hereunder shall not exceed Four Hundred Million Dollars (ii$400,000,000) from and after (the third anniversary of the Agreement Effective Date, the Commitment Availability. Within the limits of the Revolving "Tranche A Loan Commitment of each Lender, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and re- borrow under this Section 2.01.Amount"); --------------------- (b) Tranche B Loans. Each Lender Tranche B Bank severally agrees, on the --------------- terms of and conditions set forth in this Agreement, to make Loans in Dollars (individually, a “Tranche B Loan” Loans to Borrower and collectively, participate in Letters of Credit issued by the “Fronting Bank on behalf of Borrower pursuant to this Section 2.1(b) from time to time during the Term in amounts such that the aggregate principal amount of Tranche B Loan”), to the Borrower requesting Loans by such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding Bank at any one time (outstanding together with such Lender’s participations at such time in any Outstanding L/C Obligations) Bank's pro rata share -------- of Letter of Credit Usage with respect to Borrower shall not to exceed such Lender’s the amount of its Tranche B Loan Commitment. The aggregate amount of the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations to be made hereunder together with the Letter of Credit Usage with respect to Borrower shall not exceed at any one time Outstanding Two Hundred Fifty Million Dollars ($250,000,000) (the "Tranche B Loan Amount"). Each Euro-Dollar Borrowing under --------------------- this subsection (b) shall not exceed (i) the be in an aggregate principal amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and each Base Rate Borrowing under this subsection (b) shall be in an aggregate principal amount of at least $1,000,000, or an integral multiple of $100,000 in excess thereof, and in each case shall be made from the Commitments at such time or (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availability. Any several Banks ratably in proportion to their respective Tranche B Loans Commitments. Subject to the limitations set forth herein, any Tranche B Loan amounts repaid hereunder are not permitted to may be re-borrowedreborrowed.

Commitments to Lend. (a) Each Subject to the terms and conditions set forth herein, each Lender severally agreesagrees to lend to the Borrower, on and the terms of this AgreementBorrower may borrow, repay and reborrow from time to make Loans time during the Revolving Credit Period, upon notice by the Borrower to the Agent given in accordance with Section 2.02(a), such sums in Dollars as are requested by the Borrower, the proceeds of which will solely be used for the purposes set forth in Section 6.08(a) hereof (individuallyeach, a “Revolving Loan” and collectively, the “Revolving Loans”), up to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Revolving Loan Commitment Termination Date applicable to such Lender, in an maximum aggregate amount Outstanding not to exceed at any one time outstanding the amount of such L▇▇▇▇▇’s Commitment Amount; provided, however, that after giving effect to any Borrowing, (together with such Lender’s participations i) the Total Outstandings shall not exceed the Aggregate Commitment Amount, (ii) the aggregate principal amount at such time in of Loans owing to any Outstanding L/C Obligations) Lender shall not to exceed such Lender’s Revolving Loan Commitment. The amount of the aggregate principal amount Commitment Amount, (without duplication) of all Revolving Loans, Tranche B Loans and L/C Obligations at any one time Outstanding shall not exceed (iiii) the aggregate amount of the Commitments Borrower’s Senior Securities Representing Indebtedness (after giving effect to all amounts requested to be borrowed by the Borrower) shall not exceed at such any time the Maximum Amount; and (iv) the Total Outstandings (after giving effect to all amounts requested under this Section 2.01) shall not exceed at any time the lesser of (x) Margin Loan Collateral Value and (y) the Aggregate Commitment Amount and, provided, further, that no Collateral Shortfall exists either before or (ii) after giving effect to all amounts requested under this Section 2.01. Each Borrowing under this Section shall be made from and after the third anniversary of the Agreement Effective Date, the several Lenders pro rata in accordance with each Lender’s Commitment AvailabilityPercentage. Within the limits of the Revolving Loan Commitment of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay pursuant to under Section 2.09 2.05, and re- borrow reborrow under this Section 2.01. 2.01 (b) Each provided, however, that Loans of any Terminating Lender severally agrees, on the terms of this Agreement, prepaid prior to make Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), such L▇▇▇▇▇’s Specified Termination Date may be reborrowed prior to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time earlier of (together with x) such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of the aggregate principal amount Specified Termination Date and (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding shall not exceed (iy) the aggregate amount of the Commitments at such time or (ii) from and after the third anniversary of the Agreement Effective Termination Date, the Commitment Availability. Any Tranche B Loans repaid hereunder are not permitted to be re-borrowed).

Commitments to Lend. (a) Each Tranche A Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), loans to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on pursuant to this Section from time to time during the Revolving Credit Period; provided that (A) no Tranche A Loan Commitment Termination Date applicable shall be made pursuant to such Lender, in an aggregate amount Outstanding this Section 2.01(a) (other than any Tranche A Loan made pursuant to Section 2.16(e)) at any one time when the Total Tranche B Outstanding Amount is less than the Maximum Tranche B Availability and (together with B) immediately after each such Lender’s participations at such time in any Outstanding L/C Obligationsloan is made: (1) not to exceed such Lender’s Revolving Loan Commitment. The amount (1) the sum of the aggregate outstanding principal amount (without duplication) of all Revolving Loans, such Tranche B A Lender’s Tranche A Loans and L/C Obligations at any one time Outstanding shall not exceed (i) plus the aggregate amount of such Tranche A Lender’s LC Exposure shall not exceed its Tranche A Commitment, (2) (2) the Commitments at Total Tranche A Outstanding Amount shall not exceed the Maximum Tranche A Availability and (iii3) the Total Outstanding Amount shall not exceed the Maximum Facility Availability. Subject to Section 2.02(c), each Borrowing under this Section shall be in an aggregate principal amount of $5,000,000 or any larger multiple of $1,000,000 (except that (x) any such time or Borrowing may be in the aggregate amount available within the limitations in the foregoing proviso and (iiy) any Base Rate Borrowing pursuant to Section 2.16(e) may be in the amount specified therein) and shall be made from and after the third anniversary of the Agreement Effective Date, the Commitment Availabilityseveral Tranche A Lenders ratably in proportion to their respective Tranche A Commitments. Within the limits of the Revolving Loan Commitment of each Lenderforegoing limits, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.012.11, prepay pursuant to Section 2.09 Tranche A Loans and re- re-borrow under this Section 2.01. (b) Each Tranche B Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), loans to the Borrower requesting pursuant to this Section from time to time during the Revolving Credit Period; provided that, immediately after each such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding shall not exceed loan is made: (i) the aggregate outstanding principal amount of the Commitments at such time or Tranche B Lender’s Tranche B Loans shall not exceed its Tranche B Commitment, (ii) the Total Tranche B Outstanding Amount shall not exceed the Maximum Tranche B Availability and (iii) the Total Outstanding Amount shall not exceed the Maximum Facility Availability. Subject to Section 2.02, each Borrowing under this Section shall be in an aggregate principal amount of $5,000,000 or any larger multiple of $1,000,000 (except that any such Borrowing may be in the aggregate amount available within the limitations in the foregoing proviso) and shall be made from and after the third anniversary of several Tranche B Lenders ratably in proportion to their respective Tranche B Commitments. Within the Agreement Effective Dateforegoing limits, the Commitment Availability. Any Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.11, prepay Tranche B Loans repaid hereunder are not permitted to be and re-borrowedborrow under this Section 2.01.

Commitments to Lend. (a) Each Lender Bank severally agrees, on ------------------- the terms of this Agreementand conditions set forth herein, to make Tranche A Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), to the Borrower requesting from time to time before the Tranche A Termination Date; provided, -------- that, immediately after each such Loans for a period commencing on the Agreement Effective Date and terminating on the Revolving Loan Commitment Termination Date applicable to such Lenderis made, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Revolving Loan Commitment. The amount of the aggregate principal amount (without duplication) ---- of all Revolving Loans, Tranche B A Loans and L/C Obligations at any one time Outstanding by such Bank shall not exceed the amount of its Tranche A Commitment. Each Base Rate Borrowing under this Section shall be in an aggregate principal amount of $100,000 or any larger amount (i) except that any such Borrowing may be in the aggregate amount of the Commitments at such time Unused Tranche A Commitments) and shall be made from the several Banks ratably in proportion to their respective Tranche A Commitments. Each Euro-Dollar Borrowing under this Section shall be in an aggregate principal amount of $500,000 or (ii) any larger multiple of $100,000 and shall be made from and after the third anniversary of the Agreement Effective Date, the Commitment Availabilityseveral Banks ratably in proportion to their respective Tranche A Commitments. Within the limits of the Revolving Loan Commitment of each Lenderforegoing limits, the Borrower may borrow under this Section, repay, reborrow, and to the extent permitted by Section 2.012.09, prepay pursuant to Section 2.09 and re- borrow Loans, under this Section 2.01at any time before the Tranche A Termination Date. As of the date of this Agreement, the Tranche A Loans are due and owing in accordance with the terms hereof without counterclaim, offset or other defense. (b) Each Lender Bank severally agrees, on the terms of this Agreementand conditions set forth herein, to make Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), Loans to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on from time to time before the Tranche B Termination Date; provided, that, immediately after each such Loan Commitment Termination Date applicable to such Lenderis -------- ---- made, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding by such Bank shall not exceed the amount of its Tranche B Commitment. Each Base Rate Borrowing under this Section shall be in an aggregate principal amount of $100,000 or any larger amount (i) except that any such Borrowing may be in the aggregate amount of the Commitments Unused Tranche B Commitment) and shall be made from the several Banks ratably in proportion to their respective Tranche B Commitments. Each Euro-Dollar Borrowing under this Section shall be in an aggregate principal amount of $500,000 or any larger multiple of $100,000 and shall be made from the several Banks ratably in proportion to their respective Tranche B Commitments. Within the foregoing limits, the Borrower may borrow under this Section, repay, reborrow, and to the extent permitted by Section 2.09, prepay Loans, under this Section at such any time or (ii) from and after before the third anniversary Tranche B Termination Date. As of the Agreement Effective Datedate of this Agreement, the Commitment Availability. Any Tranche B Loans repaid hereunder are not permitted to be re-borroweddue and owing in accordance with the terms hereof without counterclaim, offset or other defense. (c) Notwithstanding the foregoing Sections 2.01(a) and (b), in no event shall the principal amount of all Loans made by any Bank outstanding at any one time exceed the total amount of such Bank's Commitment minus such Bank's ----- pro rata share of the Letter of Credit Obligations (whether as Issuer or participant).

Commitments to Lend. (a) Each Lender Term Loan Bank severally agrees, on the terms of and conditions set forth in this Agreement, to make Term Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), to the Borrower requesting such Loans for a period commencing on pursuant to this Section from time to time in up to four (4) Borrowings during the Agreement Effective Date and terminating on the Revolving Term Loan Commitment Termination Date applicable Period as requested by the Borrower in accordance with Section 2.2 in an amount not to such Lender, exceed its Term Loan Commitment; provided that (i) if the Borrower does not make Borrowings of Term Loans in an aggregate principal amount Outstanding of at least fifty percent (50%) of the Amendment No. 1 Incremental Commitments as in effect on the Amendment No. 1 Effective Date on or prior to April 3, 2023 then the Amendment No. 1 Incremental Commitments shall be reduced in accordance with Section 2.9, (ii) all Borrowings of Term Loans shall be made no later than the last day of the Term Loan Commitment Period, (iii) the aggregate principal amount of any one time such Borrowing of Term Loans shall not exceed the amount of the unused total Term Loan Commitments on the date of such Borrowing of Term Loans, and (together with such Lender’s participations at such time in iv) the principal amount of Term Loans made by any Outstanding L/C Obligations) Term Loan Bank to the Borrower shall not to exceed such LenderTerm Loan Bank’s Revolving Term Loan Commitment. The Term Loan Commitments of the Term Loan Banks to make the Term Loans (other than the New Term Loan Commitments, which shall be governed by Section 9.17) shall expire on the last day of the Term Loan Commitment Period (regardless of the failure of the Borrower to fully utilize the Term Loan Commitments) and the Term Loan Amount shall be reduced by the amount of such expired Term Loan Commitments. If the aggregate principal amount (without duplication) of all Revolving LoansTerm Loan Amount shall be increased in accordance with Section 9.17, Tranche B Loans and L/C Obligations at any one time Outstanding shall not exceed (i) the aggregate amount of the Commitments at such time or (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availability. Within the limits of the Revolving each Term Loan Bank whose Term Loan Commitment of each Lendershall have been increased in accordance therewith or who shall have become a Term Loan Bank hereunder, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and re- borrow under this Section 2.01. (b) Each Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make Term Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), to the Borrower requesting pursuant to this Section from time to time in amounts such that the aggregate principal amount of Term Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B by such Term Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding Bank at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) outstanding shall not to exceed such Lender’s Tranche B the amount of its Term Loan Commitment. The aggregate amount of Term Loans to be made hereunder shall not exceed the Term Loan Amount. Each Borrowing under this Section 2.1 shall be in an aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding shall not exceed least (i) with respect to the aggregate amount of Term Loan Commitments in effect on the Commitments at such time or Amendment No. 1 Effective Date, $20,000,000, and (ii) otherwise, $10,000,000, or an integral multiple of $500,000 in excess thereof and shall be made from and after the third anniversary of the Agreement Effective Date, the Commitment Availabilityseveral Term Loan Banks ratably in proportion to their respective Term Loan Commitments. Any Tranche B Term Loans that are repaid hereunder are may not permitted to be re-borrowedreborrowed.

Commitments to Lend. (a) Each Lender severally agrees, on Subject to the terms of and conditions set forth in this Agreement, : (i) each of the Tranche A ▇▇▇▇▇ severally agrees to make Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), loans to the Borrower requesting such Loans for a period commencing on Tranche A Borrowers, and the Agreement Effective Date Tranche A Borrowers may borrow, repay and terminating on reborrow from time to time during the Revolving Loan Commitment Termination Date applicable Credit Period, upon notice by a Tranche A Borrower to the Administrative Agent given in accordance with Section 2.2(a) hereof such Lender, sums as are requested by the Tranche A Borrowers in an aggregate principal amount Outstanding at any one time that will not result (together with after giving effect to all amounts requested) in (a) such LenderBank’s participations at Tranche A Revolving Credit Exposure exceeding such time in any Outstanding L/C ObligationsBank’s Tranche A Commitment Amount or (b) not to exceed such LenderBank’s Revolving Loan Commitment. The amount of Credit Exposure exceeding such Bank’s Commitment Amount; provided, that the aggregate principal amount (without duplication) of all Tranche A Loans (after giving effect to all amounts requested) and Tranche A Swing Line Advances shall not exceed the Aggregate Tranche A Commitment Amount; and (ii) each of the Tranche B ▇▇▇▇▇ severally agrees to make loans to the Tranche B Borrowers, and the Tranche B Borrowers may borrow, repay and reborrow from time to time during the Revolving LoansCredit Period, upon notice by a Tranche B Borrower to the Administrative Agent given in accordance with Section 2.2(a) hereof such sums as are requested by the Tranche B Borrowers in an aggregate principal amount that will not result (after giving effect to all amounts requested) in (a) such Bank’s Tranche B Revolving Credit Exposure exceeding such Bank’s Tranche B Commitment Amount or (b) such Bank’s Revolving Credit Exposure exceeding such Bank’s Commitment Amount; provided, that the aggregate principal amount of all Tranche B Loans (after giving effect to all amounts requested) and L/C Obligations at any one time Outstanding Tranche B Swing Line Advances shall not exceed the Aggregate Tranche B Commitment Amount; provided, further that in each case (i) the aggregate principal amount of the Commitments all Tranche A Loans outstanding (after giving effect to all amounts requested) to each Tranche A Borrower shall not exceed at such any time or its respective Tranche A Sublimit, (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availability. Within the limits of the Revolving Loan Commitment of each Lender, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and re- borrow under this Section 2.01. (b) Each Lender severally agrees, on the terms of this Agreement, to make Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Loans outstanding (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amounts of all of the Banks and (iii) after giving effect to all amounts requested, such Borrower will not have outstanding more than it is permitted to borrow at such time under applicable laws and regulations, the limitations on borrowing adopted by such Borrower in its Prospectus and/or SAI (if applicable) or elsewhere, and any agreements with federal, state, local or foreign governmental authorities or regulators, in each case as in effect from time to time (the “Maximum Amount”). Each Borrowing under this Section 2.1(a) shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, $500,000, and integral multiples of $100,000 in excess thereof, and (y) for Tranche B Loans, Revolving Loans $5,000,000, and L/C Obligations at any one time Outstanding integral multiples of $1,000,000 in excess thereof. Each Borrowing under this Section 2.1(a) shall not exceed (i) be made from the aggregate amount of several Tranche A Banks pro rata in accordance with such Bank’s Tranche A Commitment Percentage and from the Commitments at such time or (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availability. Any several Tranche B Loans repaid hereunder are not permitted to be re-borrowedBanks pro rata in accordance with such Bank’s Tranche B Commitment Percentage.

Commitments to Lend. (a) Each Lender severally agrees, on Subject to the terms and conditions set forth in this Agreement, each of the Banks severally agrees to make loans denominated in Dollars to the Borrowers, and the Borrowers may borrow, repay and reborrow from time to time during the Revolving Credit Period, upon notice by a Borrower to the Administrative Agent given in accordance with Section 2.2(a) hereof, (i) such sums as are requested by the Tranche A Borrowers, and (ii) such sums as are requested by the Tranche B Borrowers, in each case in an aggregate principal amount that will not result (after giving effect to all amounts requested) in (a) such Bank’s Tranche A Revolving Credit Exposure exceeding such Bank’s Tranche A Commitment Amount, (b) such Bank’s Tranche B Revolving Credit Exposure exceeding such Bank’s Tranche B Commitment Amount, (c) such Bank’s Revolving Credit Exposure exceeding such Bank’s Commitment Amount, (d) the aggregate principal amount of all Tranche A Loans to each Tranche A Borrower exceeding its respective Tranche A Sublimit, (e) the Total Revolving Credit Exposures exceeding the total Commitment Amounts or (f) such Borrower having outstanding more than it is permitted to borrow at such time under applicable laws and regulations, the limitations on borrowing adopted by such Borrower in its Prospectus and/or SAI (if applicable) or elsewhere, and any agreements with federal, state, local or foreign governmental authorities or regulators, in each case as in effect from time to time (the “Maximum Amount”). Each Borrowing under this Section shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, $500,000, and integral multiples of $100,000 in excess thereof, and (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing under this Section shall be made from the several Banks pro rata in accordance with each Bank’s Commitment Percentage. (b) Notwithstanding the provisions of clause (a) of this Section 2.1, and subject to the terms and conditions of this Agreement, each Swing Line Lender agrees to make (x) a portion of its Tranche A Commitment Amount available by making Loans to any one or more Tranche A Borrowers and (y) a portion of its Tranche B Commitment Amount available by making Loans to the Tranche B Borrowers, and each Borrower may borrow, repay and reborrow such Swing Line Advances, from time to time during the Revolving Credit Period, upon notice by any Borrower to the Administrative Agent in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”accordance with Section 2.2(b), to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Revolving Loan Commitment Termination Date applicable to such Lender, in each case in an aggregate principal amount Outstanding that will not result (after giving effect to all amounts requested) at any one time (together with such Lender’s participations at such time outstanding in any Outstanding L/C Obligations) not to exceed such Lender’s Revolving Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Revolving Loans, Tranche B Loans and L/C Obligations at any one time Outstanding shall not exceed (i) the aggregate principal amount of outstanding Swing Line Advances made by such Swing Line Lender exceeding such Swing Line Lender’s Swing Line Commitment, (ii) such Swing Line Lender’s Tranche A Revolving Credit Exposure exceeding its Tranche A Commitment Amount, (iii) such Swing Line Lender’s Tranche B Revolving Credit Exposure exceeding its Tranche B Commitment Amount, (iv) such Swing Line Lender’s Revolving Credit Exposure exceeding its Commitment Amount or (v) the Commitments sum of the Total Revolving Credit Exposure exceeding the total Commitment Amounts. All Swing Line Advances shall be made by the Swing Line Lenders on a pro rata basis. Each Borrower promises to pay each Swing Line Advance made to such Borrower, together with any and all accrued and unpaid interest thereon, on the earlier of (A) ten (10) days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by the Banks pursuant to clause (a) of this Section, and (C) the Termination Date. If (x) any Swing Line Advance remains outstanding to any Borrower more than ten (10) days from the date of the advance thereof, (y) Loans are not requested pursuant to clause (a) of this Section by such Borrower prior to the Termination Date, or (z) the Administrative Agent so requests at any time in its sole and absolute discretion, then each Bank (including each of the Swing Line Lenders in its respective capacity as a Bank) shall fund its pro rata share (based upon such time Bank’s Commitment Percentage) of the principal amount of such Swing Line Advance with a Committed Loan. Each Bank’s obligation to make such payments to the Administrative Agent for account of the Swing Line Lenders under this clause (b), and the Swing Line Lenders’ rights to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Bank to make its payment under this clause (b), the financial condition of any Borrower, the existence of any Default or Event of Default, the failure of any of the conditions set forth in Article III to be satisfied, or the termination of the Commitments. Each such payment to the Swing Line Lenders shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank agrees to fund its pro rata share of such outstanding Swing Line Advances on (i) the Business Day on which demand therefore is made by the Swing Line Lenders or the Administrative Agent as aforesaid, provided that notice of such demand is given not later than 4:00 p.m. (New York time) on such Business Day or (ii) from the first Business Day next succeeding such demand if notice of such demand is given after such time, provided that in no event shall the aggregate outstanding amount of any Bank’s Loans exceed such Bank’s Commitment. If and after to the third anniversary extent that any Bank shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Bank agrees to pay to the Administrative Agent for the account of the Agreement Effective DateSwing Line Lenders forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Lenders until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If prior to the making of a Committed Loan to a Borrower pursuant to the immediately preceding paragraph one or more of the events described in paragraph (d) or (e) of Section 6.1 shall have occurred with respect to such Borrower, each Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Advances in an amount equal to the amount (if any) of Committed Loans which would otherwise have been made by such Bank pursuant to such paragraph. Each Bank will immediately transfer to the Administrative Agent, in immediately available funds, the Commitment Availability. Within the limits amount of the Revolving Loan Commitment of each Lender, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and re- borrow under this Section 2.01. its participation (b) Each Lender severally agrees, on the terms of this Agreement, to make Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B LoanSwing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Borrower requesting Swing Line Lenders in such Loans for a period commencing on amount as will reduce the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding shall not exceed (i) participating interest retained by the aggregate Swing Line Lenders in its Swing Line Advances to the amount of the Commitments Committed Loans which were to have been made by it pursuant to the immediately preceding paragraph. Whenever, at any time after any Swing Line Lender has received from any Bank such time or (ii) from and after the third anniversary Bank’s Swing Line Participation Amount, such Swing Line Lender receives any payment on account of the Agreement Effective DateSwing Line Advances, such Swing Line Lender will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the Commitment Availability. Any Tranche B Loans repaid hereunder are case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such payment is not permitted sufficient to pay the principal of and interest on all Swing Line Advances then due); provided, however, that in the event that such payment received by such Swing Line Lender is required to be re-borrowedreturned, such Bank will return to such Swing Line Lender any portion thereof previously distributed to it by such Swing Line Lender.

Commitments to Lend. (a) Each Subject to the terms and conditions set forth in this Agreement, each Term Loan Lender severally agrees to lend to the Borrower its Pro Rata Share of the Term Loan Commitment (each individually, a “Term Loan” and, collectively, the “Term Loans”). Subject to Section 2.21, the Term Loans shall be made by the Term Loan Lenders on the Effective Date. The Term Loans shall be made by the Term Loan Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Term Loan Lender shall be responsible for any failure by any other Term Loan Lender to perform its obligation to make any Term Loan hereunder nor shall the Term Loan Commitment of any Term Loan Lender be increased or decreased as a result of any such failure. Once repaid, Term Loans may not be reborrowed. (b) During the Revolving Credit Period each Revolving Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), lend to the Borrower requesting pursuant to this Section from time to time amounts such Loans for a period commencing on that (a) the Agreement Effective Date and terminating on the Revolving Loan Commitment Termination Date applicable to aggregate outstanding principal amount of such Lender, in an aggregate amount Outstanding ’s Revolving Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) outstanding shall not to exceed the amount of such Lender’s Revolving Loan Commitment. The amount of , and (b) the aggregate principal outstanding amount (without duplication) of all Revolving Loans, Tranche B Loans and L/C Obligations at any one time Outstanding Swing Line Loans plus the Letter of Credit Liabilities shall not exceed (i) the aggregate Revolving Commitments. Each Borrowing under this Section shall be in an aggregate principal amount of $10,000,000 or any larger multiple of $1,000,000; and each Borrowing of Revolving Loans shall be made from the Commitments at such time or (ii) from and after the third anniversary several Revolving Lenders ratably in proportion to their respective Pro Rata Shares of the Agreement Effective Date, the Commitment AvailabilityRevolving Commitment. Within the limits of the Revolving Loan Commitment of each Lenderforegoing limits, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.012.14, prepay pursuant Revolving Loans and reborrow at any time on or prior to Section 2.09 and re- borrow the Termination Date under this Section 2.01. (b) Each Lender severally agreesSection. The Revolving Loans shall mature, and the principal amount thereof shall be due and payable, on the terms of this Agreement, to make Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding shall not exceed (i) the aggregate amount of the Commitments at such time or (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availability. Any Tranche B Loans repaid hereunder are not permitted to be re-borrowed.

Commitments to Lend. (a) Each Revolving Lender severally agrees, on the terms of this Agreementand conditions set forth herein, to make Loans in Dollars revolving loans (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), and each a “Revolving Loan”) to the Borrower requesting from time to time before the Termination Date; provided that, immediately after each such Loans for a period commencing on the Agreement Effective Date and terminating on the Revolving Loan Commitment Termination Date applicable to is made, the aggregate outstanding principal amount of Revolving Loans by such LenderLender shall not exceed the amount of its Revolving Commitment, in an and the aggregate outstanding principal amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s of all Revolving Loan Commitment. The Loans plus the aggregate outstanding amount of the aggregate principal amount (without duplication) Letter of all Revolving Loans, Tranche B Loans and L/C Credit Obligations at any one time Outstanding shall not exceed (i) the aggregate amount of the Commitments at Revolving Commitments. Each Borrowing under this Section 2.01(a) shall be in an aggregate principal amount of $5,000,000 or any larger integral multiple of $1,000,000 (except that any such time or (ii) from and after Borrowing may be in the third anniversary aggregate amount of the Agreement Effective Date, Unused Commitments) and shall be made by the Commitment Availabilityseveral Revolving Lenders ratably in proportion to their respective Revolving Commitments. Within the limits of the Revolving Loan Commitment of each Lenderforegoing limits, the Borrower may borrow under this Section 2.012.01(a), repay or, to the extent permitted by Section 2.10, prepay pursuant to Section 2.09 Loans and re- borrow reborrow under this Section 2.012.01(a) at any time before the Termination Date. (bi) Each Term Loan A Lender severally agrees, on the terms of this Agreementand conditions set forth herein, to make Loans in Dollars a term loan (individually, a “Tranche B Loan” and collectively, the “Tranche B LoanTerm Loan A”), ) to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on Amendment Date. (ii) At any time prior to the Tranche B Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of so long as the aggregate principal amount of the Term Loan A advanced hereunder is less than $100,000,000, the amount of the Term Loan A outstanding may be increased (without duplicationa “Term Loan A Increase”) of all Tranche B Loans, Revolving Loans either by having one or more Eligible Assignees (other than Lenders then holding a Commitment hereunder) approved by the Borrower and L/C Obligations at the Administrative Agent (each a “New Term Loan A Lender”) become Term Loan A Lenders hereunder and/or by having any one time Outstanding or more Lenders then holding a Commitment hereunder (at their respective election in their sole discretion) that have been approved by the Borrower and the Administrative Agent (which consents will not be unreasonably withheld) increase the amount of their Term Loan A Commitments or obtain a Term Loan A Commitment (any such Lender that elects to increase its, or obtain a, Term Loan A Commitment and any New Term Loan A Lender being hereinafter referred to as an “Additional Term Loan A Lender”). Any Term Loan A Increase shall be subject to the following conditions (the “Term Loan A Conditions”): (A) unless otherwise agreed by the Borrower and the Administrative Agent, the Term Loan A Commitment of any New Term Loan A Lender shall not be less than $10,000,000; (B) unless otherwise agreed by the Borrower and the Administrative Agent, the increase in the Commitment of any Lender shall be not less than $5,000,000; (C) after giving effect to any Term Loan A Increase, the aggregate Commitments hereunder shall not exceed $450,000,000 and the aggregate Term Loan A advanced hereunder shall not exceed $100,000,000; (D) the Borrower and each Additional Term Loan A Lender shall have executed and delivered a Commitment and Acceptance and the Administrative Agent shall have accepted and executed the same (which acceptance shall not be unreasonably withheld); (E) the Borrower shall have executed and delivered to the Administrative Agent a Note payable to the order of each Additional Term Loan A Lender, each such Note to be in the amount of such Additional Term Loan A Lender’s Term Loan A Commitment or increased Term Loan A Commitment (as applicable); (F) the Borrower shall have delivered to the Administrative Agent an opinion of counsel (similar to the form of opinion delivered on the Closing Date, modified to apply to the increase in the aggregate Term Loan A Commitments and each Note and Commitment and Acceptance executed and delivered in connection therewith); (G) the Guarantors shall have delivered to the Administrative Agent a written instrument confirming their consent to the new Term Loan A Commitments and that the Guaranty continues in full force and effect; (H) the Borrower and each Additional Term Loan A Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such new Term Loan A Commitments or increases in Term Loan A Commitments (as applicable); (I) the Borrower shall pay (i) to the aggregate amount Administrative Agent for the account of the Additional Term Loan A Lenders an upfront fee related to the increased Term Loan A Commitments at such time or and (ii) from to the Administrative Agent or its affiliate an arrangement fee related to the Term Loan A Increase, and such fees shall be in an amount to be determined by the Borrower and the Administrative Agent, and payable on the applicable Term Loan A Advance Date; and (J) no Default shall exist on the applicable Term Loan A Advance Date after giving effect to the third anniversary increase in the aggregate Term Loan A Commitments. The form and substance of the Agreement Effective Datedocuments required under clauses (D) through (H) above shall be fully acceptable to the Administrative Agent in its reasonable discretion. The Administrative Agent shall provide written notice to Lenders following any such increase in the aggregate Term Loan A Commitments hereunder and shall furnish to Lenders, upon request, copies of each Commitment and Acceptance. Each Additional Term Loan A Lender severally agrees, on the terms and conditions set forth herein, to make its advance of Term Loan A to the Borrower on the date the Term Loan A Conditions are met with respect to such additional Term Loan A Lender. (iii) Each Borrowing under this 2.01(b) shall be made by the several Term Loan A Lenders ratably in proportion to their respective Term Loan A Commitments. (c) The Borrower may not repay and reborrow the Term Loan A, the Commitment Availability. Any Tranche Term Loan B Loans repaid hereunder are not permitted to be re-borrowedor any portion thereof.

Commitments to Lend. (a) Each Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche A Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan or term loans (each, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Euro-Dollar Loans, provided that all Tranche A Term Loans comprising the same Borrowing of Tranche A Term Loans shall, unless otherwise specifically provided herein, consist of Tranche A Term Loans of the same Type and (iii) shall be made by each such Lender in that initial aggregate principal amount as is equal to the Tranche A Term Loan Commitment of such Lender on the Initial Borrowing Date (after giving effect to any termination thereof pursuant to Section 2.09(a), but prior to any reduction thereto pursuant to Section 2.09(b)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche B Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan or term loans (each, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Euro-Dollar Loans, provided that all Tranche B Term Loans comprising the same Borrowing of Tranche B Term Loans shall, unless otherwise specifically provided herein, consist of Tranche B Term Loans of the same Type and (iii) shall be made by each such Lender in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitment of such Lender on the Initial Borrowing Date (after giving effect to any termination thereof pursuant to Section 2.09(a), but prior to any reduction thereto pursuant to Section 2.09(c)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees, on at any time and from time to time during the terms of this AgreementRevolving Credit Period, to make Loans in Dollars a revolving loan or revolving loans (individuallyeach, a “"Revolving Loan” and " and, collectively, the “"Revolving Loans”), ") to the Borrower requesting such Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Euro-Dollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof and (iv) shall not exceed for a period commencing on the Agreement Effective Date and terminating on the Revolving Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding any Lender at any one time outstanding that aggregate principal amount which, when combined with the sum of (together with such Lender’s participations at such time in any Outstanding L/C ObligationsI) not to exceed such Lender’s Revolving Loan Commitment. The amount of the aggregate principal amount (without duplication) of all other then outstanding Revolving Loans made by such Lender and (II) the product of (A) such Lender's RL Percentage multiplied by (B) the sum of (x) the Aggregate LC Exposure (exclusive of LC Reimbursement Obligations which are paid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans, Tranche B Loans ) at such time and L/C Obligations at any one time Outstanding shall not exceed (iy) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the Commitments at such time or (ii) from proceeds of, and after simultaneously with the third anniversary of the Agreement Effective Dateincurrence of, the Commitment Availability. Within the limits respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of each Lender, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and re- borrow under this Section 2.01such Lender at such time. (bd) Each Lender severally agrees, on Subject to and upon the terms of this Agreementand conditions set forth herein, the Swingline Lender agrees to make Loans in Dollars (individuallyat any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a “Tranche B revolving loan or revolving loans to the Borrower (each, a "Swingline Loan” and " and, collectively, the “Tranche B Loan”"Swingline Loans"), to which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such Lenderprovisions hereof, (iv) shall not exceed in an aggregate principal amount Outstanding at any one time (together outstanding, when combined with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans then outstanding and L/C the Aggregate LC Exposure (exclusive of LC Reimbursement Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at any one time Outstanding such time, an amount equal to the Total Revolving Loan Commitment then in effect and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' RL Percentage of the outstanding Swingline Loans. The Swingline Lender will not make a Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default exists until such time as the Swingline Lender shall have received a written notice of (i) rescission of such notice from the aggregate amount of party or parties originally delivering the Commitments at such time same or (ii) a waiver of such Default from the Required Lenders. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon occurrence of a Default under Section 6.01(g) or (h) or upon the exercise of any remedies provided in the last paragraph of Section 6.01), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each RL Lender's RL Percentage, and the proceeds thereof shall be applied directly to repay the Swingline Lender for such outstanding Swingline Loans. Each such Lender hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 3.02 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that a Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each RL Lender (other than the Swingline Lender) hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages, provided that all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the RL Lender purchasing same from and after the third anniversary such date of the Agreement Effective Date, the Commitment Availability. Any Tranche B Loans repaid hereunder are not permitted to be re-borrowedpurchase.

Commitments to Lend. (a) Each Subject to the terms and conditions set forth in this Agreement, each Term Loan Lender severally agrees to lend to the Borrower its Pro Rata Share of the Term Loan Commitment (each individually, a “Term Loan” and, collectively, the “Term Loans”). The Term Loans shall be made by the Term Loan Lenders in a single Borrowing on the Availability Date, whereupon the Term Loan Commitment shall terminate. The Term Loans shall be made by the Term Loan Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Term Loan Lender shall be responsible for any failure by any other Term Loan Lender to perform its obligation to make any Term Loan hereunder nor shall the Term Loan Commitment of any Term Loan Lender be increased or decreased as a result of any such failure. Once repaid, Term Loans may not be reborrowed. (b) During the Revolving Credit Period each Revolving Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), lend to the Borrower requesting pursuant to this Section from time to time amounts such Loans for a period commencing on that (a) the Agreement Effective Date and terminating on the Revolving Loan Commitment Termination Date applicable to aggregate outstanding principal amount of such Lender, in an aggregate amount Outstanding ’s Revolving Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) outstanding shall not to exceed the amount of such Lender’s Revolving Loan Commitment. The amount of , and (b) the aggregate principal outstanding amount (without duplication) of all Revolving Loans, Tranche B Loans and L/C Obligations at any one time Outstanding Swing Line Loans plus the Letter of Credit Liabilities shall not exceed (i) the aggregate Revolving Commitments. Each Borrowing under this Section shall be in an aggregate principal amount of $10,000,000 or any larger multiple of $1,000,000; and each Borrowing of Revolving Loans shall be made from the Commitments at such time or (ii) from and after the third anniversary several Revolving Lenders ratably in proportion to their respective Pro Rata Shares of the Agreement Effective Date, the Commitment AvailabilityRevolving Commitment. Within the limits of the Revolving Loan Commitment of each Lenderforegoing limits, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.012.16, prepay pursuant Revolving Loans and reborrow at any time on or prior to Section 2.09 and re- borrow the Termination Date under this Section 2.01. (b) Each Lender severally agreesSection. The Revolving Loans shall mature, and the principal amount thereof shall be due and payable, on the terms of this Agreement, to make Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding shall not exceed (i) the aggregate amount of the Commitments at such time or (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availability. Any Tranche B Loans repaid hereunder are not permitted to be re-borrowed.

Commitments to Lend. (a) Each Lender Revolving Credit Bank severally agrees, on the terms of and conditions set forth in this Agreement, to make Committed Revolving Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), to the Borrower requesting and participate in Letters of Credit issued by a Fronting Bank on behalf of the Borrower pursuant to this Section from time to time during the Availability Period in amounts such that the aggregate principal amount of Committed Revolving Loans for a period commencing on the Agreement Effective Date and terminating on the by such Revolving Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding Credit Bank at any one time (outstanding plus such Revolving Credit Bank’s Revolving Commitment Percentage of Swingline Loans outstanding together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such LenderRevolving Credit Bank’s Revolving Loan Commitment Percentage of the Letter of Credit Usage shall not exceed the amount of its Revolving Commitment. The aggregate amount of Committed Revolving Loans to be made hereunder together with the Letter of Credit Usage, Swingline Loans and outstanding Money Market Loans shall not exceed the Revolving Loan Amount. Each Borrowing under this subsection (a) shall be in an aggregate principal amount (without duplication) of all Revolving at least $2,500,000, or an integral multiple of $500,000 in excess thereof and, other than with respect to Money Market Loans and Swingline Loans, Tranche B Loans and L/C Obligations at shall be made from the several Revolving Credit Banks ratably in proportion to their respective Revolving Commitments. Subject to the limitations set forth herein, any one time Outstanding shall not exceed (i) the aggregate amount of the Commitments at such time or (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availability. Within the limits of the Revolving Loan Commitment of each Lender, the Borrower amounts repaid may borrow under this Section 2.01, prepay pursuant to Section 2.09 and re- borrow under this Section 2.01be reborrowed. (b) Each Lender Term Loan Bank severally agrees, on the terms of and conditions set forth in this Agreement, to make Term Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), to the Borrower requesting such Loans for a period commencing pursuant to this Section on the Agreement Effective Initial Funding Date and terminating in an amount equal to its Commitment. If the Term Loan Amount shall be increased in accordance with Section 9.17, each Term Loan Bank whose Term Commitment shall have been increased in accordance therewith or who shall have become a Term Loan Bank hereunder, severally agrees, on the Tranche B terms and conditions set forth in this Agreement, to make Term Loans to the Borrower pursuant to this Section from time to time in amounts such that the aggregate principal amount of Term Loans by such Term Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding Bank at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) outstanding shall not to exceed such Lender’s Tranche B Loan the amount of its Term Commitment. The aggregate amount of Term Loans to be made hereunder shall not exceed the Term Loan Amount. Each Borrowing under this subsection (a) shall be in an aggregate principal amount (without duplication) of all Tranche B Loansat least $2,500,000, Revolving Loans or an integral multiple of $500,000 in excess thereof and L/C Obligations at any one time Outstanding shall not exceed (i) be made from the aggregate amount of the Commitments at such time or (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availabilityseveral Term Loan Banks ratably in proportion to their respective Term Commitments. Any Tranche B Loans amounts repaid hereunder are may be not permitted to be re-borrowedreborrowed.

Commitments to Lend. (a) Each Tranche A Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), loans to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on pursuant to this Section from time to time during the Revolving Credit Period; provided that (A) no Tranche A Loan Commitment Termination Date applicable shall be made pursuant to such Lender, in an aggregate amount Outstanding this Section 2.01(a) (other than any Tranche A Loan made pursuant to Section 2.16(e)) at any one time when the Total Tranche B Outstanding Amount is less than the Maximum Tranche B Availability and (together with B) immediately after each such Lender’s participations at such time in any Outstanding L/C Obligationsloan is made: (1) not to exceed such Lender’s Revolving Loan Commitment. The amount the sum of the aggregate outstanding principal amount (without duplication) of all Revolving Loans, such Tranche B A Lender’s Tranche A Loans and L/C Obligations at any one time Outstanding shall not exceed (i) plus the aggregate amount of such Tranche A Lender’s LC Exposure shall not exceed its Tranche A Commitment, (2) the Commitments at Total Tranche A Outstanding Amount shall not exceed the Maximum Tranche A Availability and (iii) the Total Outstanding Amount shall not exceed the Maximum Facility Availability. Subject to Section 2.02(c), each Borrowing under this Section shall be in an aggregate principal amount of $5,000,000 or any larger multiple of $1,000,000 (except that (x) any such time or Borrowing may be in the aggregate amount available within the limitations in the foregoing proviso and (iiy) any Base Rate Borrowing pursuant to ‎Section 2.16(e) may be in the amount specified therein) and shall be made from and after the third anniversary of the Agreement Effective Date, the Commitment Availabilityseveral Tranche A Lenders ratably in proportion to their respective Tranche A Commitments. Within the limits of the Revolving Loan Commitment of each Lenderforegoing limits, the Borrower may borrow under this Section 2.01Section, repay, or to the extent permitted by ‎Section 2.11, prepay pursuant to Section 2.09 Tranche A Loans and re- re-borrow under this Section ‎Section 2.01. (b) Each Tranche B Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), loans to the Borrower requesting pursuant to this Section from time to time during the Revolving Credit Period; provided that, immediately after each such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding shall not exceed loan is made: (i) the aggregate outstanding principal amount of the Commitments at such time or Tranche B Lender’s Tranche B Loans shall not exceed its Tranche B Commitment, (ii) the Total Tranche B Outstanding Amount shall not exceed the Maximum Tranche B Availability and (iii) the Total Outstanding Amount shall not exceed the Maximum Facility Availability. Subject to Section 2.02(c), each Borrowing under this Section shall be in an aggregate principal amount of $5,000,000 or any larger multiple of $1,000,000 (except that any such Borrowing may be in the aggregate amount available within the limitations in the foregoing proviso) and shall be made from and after the third anniversary of several Tranche B Lenders ratably in proportion to their respective Tranche B Commitments. Within the Agreement Effective Dateforegoing limits, the Commitment Availability. Any Borrower may borrow under this Section, repay, or to the extent permitted by ‎Section 2.11, prepay Tranche B Loans repaid hereunder are not permitted to be and re-borrowedborrow under this ‎Section 2.01.

Commitments to Lend. (a) Each Lender Term Loan Bank severally agrees, on the terms of and conditions set forth in this Agreement, to make Term Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), to the Borrower requesting such Loans for a period commencing on pursuant to this Section from time to time in up to four (4) Borrowings during the Agreement Effective Date and terminating on the Revolving Term Loan Commitment Termination Date applicable Period as requested by the Borrower in accordance with Section 2.2 in an amount not to such Lender, exceed its Term Loan Commitment; provided that (i) if the Borrower does not make Borrowings of Term Loans in an aggregate principal amount Outstanding of at least fifty percent (50%) of the total Term Loan Commitments as in effect on the Closing Date on or prior to April 3, 2023 then the Term Loan Commitments shall be reduced in accordance with Section 2.9, (ii) all Borrowings of Term Loans shall be made no later than the last day of the Term Loan Commitment Period, (iii) the aggregate principal amount of any one time such Borrowing of Term Loans shall not exceed the amount of the unused total Term Loan Commitments on the date of such Borrowing of Term Loans, and (together with such Lender’s participations at such time in iv) the principal amount of Term Loans made by any Outstanding L/C Obligations) Term Loan Bank to the Borrower shall not to exceed such LenderTerm Loan Bank’s Revolving Term Loan Commitment. The Term Loan Commitments of the Term Loan Banks to make the Term Loans (other than the New Term Loan Commitments, which shall be governed by Section 9.17) shall expire on the last day of the Term Loan Commitment Period (regardless of the failure of the Borrower to fully utilize the Term Loan Commitments) and the Term Loan Amount shall be reduced by the amount of such expired Term Loan Commitments. If the aggregate principal amount (without duplication) of all Revolving LoansTerm Loan Amount shall be increased in accordance with Section 9.17, Tranche B Loans and L/C Obligations at any one time Outstanding shall not exceed (i) the aggregate amount of the Commitments at such time or (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availability. Within the limits of the Revolving each Term Loan Bank whose Term Loan Commitment of each Lendershall have been increased in accordance therewith or who shall have become a Term Loan Bank hereunder, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and re- borrow under this Section 2.01. (b) Each Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make Term Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), to the Borrower requesting pursuant to this Section from time to time in amounts such that the aggregate principal amount of Term Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B by such Term Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding Bank at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) outstanding shall not to exceed such Lender’s Tranche B the amount of its Term Loan Commitment. The aggregate amount of Term Loans to be made hereunder shall not exceed the Term Loan Amount. Each Borrowing under this Section 2.1 shall be in an aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding shall not exceed least (i) with respect to the aggregate amount of Term Loan Commitments in effect on the Commitments at such time or date hereof, $20,000,000, and (ii) otherwise, $10,000,000, or an integral multiple of $500,000 in excess thereof and shall be made from and after the third anniversary of the Agreement Effective Date, the Commitment Availabilityseveral Term Loan Banks ratably in proportion to their respective Term Loan Commitments. Any Tranche B Term Loans that are repaid hereunder are may not permitted to be re-borrowedreborrowed.

Commitments to Lend. (a) Each Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche A Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan or term loans (each, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Euro-Dollar Loans, provided that all Tranche A Term Loans comprising the same Borrowing of Tranche A Term Loans shall, unless otherwise specifically provided herein, consist of Tranche A Term Loans of the same Type and (iii) shall be made by each such Lender in that initial aggregate principal amount as is equal to the Tranche A Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche B Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan or term loans (each, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Euro-Dollar Loans, provided that all Tranche B Term Loans comprising the same Borrowing of Tranche B Term Loans shall, unless otherwise specifically provided herein, consist of Tranche B Term Loans of the same Type and (iii) shall be made by each such Lender in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees, on at any time and from time to time during the terms of this AgreementRevolving Credit Period, to make Loans in Dollars a revolving loan or revolving loans (individuallyeach, a “"Revolving Loan” and " and, collectively, the “"Revolving Loans”), ") to the Borrower requesting such Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Euro-Dollar Loans, provided, that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof and (iv) shall not exceed for a period commencing on the Agreement Effective Date and terminating on the Revolving Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding any Lender at any one time outstanding that aggregate principal amount which, when combined with the sum of (together with such Lender’s participations at such time in any Outstanding L/C ObligationsI) not to exceed such Lender’s Revolving Loan Commitment. The amount of the aggregate principal amount (without duplication) of all other then outstanding Revolving Loans made by such Lender and (II) the product of (A) such Lender's RL Percentage multiplied by (B) the sum of (x) the Aggregate LC Exposure (exclusive of LC Reimbursement Obligations which are paid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans, Tranche B Loans ) at such time and L/C Obligations at any one time Outstanding shall not exceed (iy) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the Commitments at such time or (ii) from proceeds of, and after simultaneously with the third anniversary of the Agreement Effective Dateincurrence of, the Commitment Availability. Within the limits respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of each Lender, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and re- borrow under this Section 2.01such Lender at such time. (bd) Each Lender severally agrees, on Subject to and upon the terms of this Agreementand conditions set forth herein, the Swingline Lender agrees to make Loans in Dollars (individuallyat any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a “Tranche B revolving loan or revolving loans to the Borrower (each, a "Swingline Loan” and " and, collectively, the “Tranche B Loan”"Swingline Loans"), to which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such Lenderprovisions hereof, (iv) shall not exceed in an aggregate principal amount Outstanding at any one time (together outstanding, when combined with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans then outstanding and L/C the Aggregate LC Exposure (exclusive of LC Reimbursement Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at any one time Outstanding such time, an amount equal to the Total Revolving Loan Commitment then in effect and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' RL Percentage of the outstanding Swingline Loans. The Swingline Lender will not make a Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default exists until such time as the Swingline Lender shall have received a written notice of (i) rescission of such notice from the aggregate amount of party or parties originally delivering the Commitments at such time same or (ii) a waiver of such Default from the Required Lenders. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon occurrence of a Default under Section 6.01(g) or (h) or upon the exercise of any remedies provided in the last paragraph of Section 6.01), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each RL Lender's RL Percentage, and the proceeds thereof shall be applied directly to repay the Swingline Lender for such outstanding Swingline Loans. Each such Lender hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 3.02 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that an Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each RL Lender (other than the Swingline Lender) hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages, provided that all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the RL Lender purchasing same from and after the third anniversary such date of the Agreement Effective Date, the Commitment Availability. Any Tranche B Loans repaid hereunder are not permitted to be re-borrowedpurchase.

Commitments to Lend. (a) Each Lender Revolving Credit Bank severally agrees, on the terms of and conditions set forth in this Agreement, to make Committed Revolving Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), to the Borrower requesting and participate in Letters of Credit issued by a Fronting Bank on behalf of the Borrower pursuant to this Section from time to time during the Availability Period in amounts such that the aggregate principal amount of Committed Revolving Loans for a period commencing on the Agreement Effective Date and terminating on the by such Revolving Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding Credit Bank at any one time (outstanding plus such Revolving Credit Bank’s Revolving Commitment Percentage of Swingline Loans outstanding together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such LenderRevolving Credit Bank’s Revolving Loan Commitment Percentage of the Letter of Credit Usage shall not exceed the amount of its Revolving Commitment. The aggregate amount of Committed Revolving Loans to be made hereunder together with the Letter of Credit Usage, Swingline Loans and outstanding Money Market Loans shall not exceed the Revolving Loan Amount. Each Borrowing under this subsection (a) shall be in an aggregate principal amount (without duplication) of all Revolving at least $2,500,000, or an integral multiple of $500,000 in excess thereof and, other than with respect to Money Market Loans and Swingline Loans, Tranche B Loans and L/C Obligations at shall be made from the several Revolving Credit Banks ratably in proportion to their respective Revolving Commitments. Subject to the limitations set forth herein, any one time Outstanding shall not exceed (i) the aggregate amount of the Commitments at such time or (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availability. Within the limits of the Revolving Loan Commitment of each Lender, the Borrower amounts repaid may borrow under this Section 2.01, prepay pursuant to Section 2.09 and re- borrow under this Section 2.01be reborrowed. (b) Each Lender Term Loan Bank severally agrees, on the terms of and conditions set forth in this Agreement, to make Term Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), to the Borrower requesting such Loans for a period commencing on pursuant to this Section from time to time during the Agreement Effective Date and terminating on the Tranche B Term Loan Commitment Termination Date applicable Period as requested by the Borrower in accordance with Section 2.2 in an amount not to such Lender, exceed its Term Loan Commitment; provided that (i) if the Borrower does not make Borrowings of Term Loans in an aggregate principal amount Outstanding of at least fifty percent (50%) of the total Term Loan Commitments as in effect on the Closing Date on or prior to January 24, 2018 then the Term Loan Commitments shall be reduced in accordance with Section 2.9(b), (ii) all Borrowings of Term Loans shall be made no later than the last day of the Term Loan Commitment Period, (iii) the aggregate principal amount of any such Borrowing of Term Loans shall not exceed the amount of the unused total Term Loan Commitments on the date of such Borrowing of Term Loans, and (iv) the principal amount of Term Loans made by any Term Loan Bank to the Borrower shall not exceed such Term Loan Bank’s Term Loan Commitment. The Term Loan Commitments of the Term Loan Banks to make the Term Loans (other than the New Term Loan Commitments, which shall be governed by Section 9.17) shall expire on the last day of the Term Loan Commitment Period (regardless of the failure of the Borrower to fully utilize the Term Loan Commitments) and the Term Loan Amount shall be reduced by the amount of such expired Term Loan Commitments. If the Term Loan Amount shall be increased in accordance with Section 9.17, each Term Loan Bank whose Term Loan Commitment shall have been increased in accordance therewith or who shall have become a Term Loan Bank hereunder, severally agrees, on the terms and conditions set forth in this Agreement, to make Term Loans to the Borrower pursuant to this Section from time to time in amounts such that the aggregate principal amount of Term Loans by such Term Loan Bank at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) outstanding shall not to exceed such Lender’s Tranche B the amount of its Term Loan Commitment. The aggregate amount of Term Loans to be made hereunder shall not exceed the Term Loan Amount. Each Borrowing under this subsection (b) shall be in an aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding shall not exceed least (i) with respect to the aggregate amount of Term Loan Commitments in effect on the Commitments at such time or date hereof, $20,000,000, and (ii) otherwise, $10,000,000, or an integral multiple of $500,000 in excess thereof and shall be made from and after the third anniversary of the Agreement Effective Date, the Commitment Availabilityseveral Term Loan Banks ratably in proportion to their respective Term Loan Commitments. Any Tranche B Term Loans that are repaid hereunder are may not permitted to be re-borrowedreborrowed.

Commitments to Lend. (a) Each Lender severally agrees, on Subject to the terms of and conditions set forth in this Agreement, : (i) each of the Tranche A Banks severally agrees to make Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), loans to the Borrower requesting such Loans for a period commencing on Tranche A Borrowers, and the Agreement Effective Date Tranche A Borrowers may borrow, repay and terminating on reborrow from time to time during the Revolving Loan Commitment Termination Date applicable Credit Period, upon notice by a Tranche A Borrower to the Administrative Agent given in accordance with Section 2.2(a) hereof such Lender, sums as are requested by the Tranche A Borrowers in an aggregate principal amount Outstanding at any one time that will not result (together with after giving effect to all amounts requested) in (a) such LenderBank’s participations at Tranche A Revolving Credit Exposure exceeding such time in any Outstanding L/C ObligationsBank’s Tranche A Commitment Amount or (b) not to exceed such LenderBank’s Revolving Loan Commitment. The amount of Credit Exposure exceeding such Bank’s Commitment Amount; provided, that the aggregate principal amount (without duplication) of all Tranche A Loans (after giving effect to all amounts requested) and Tranche A Swing Line Advances shall not exceed the Aggregate Tranche A Commitment Amount; and (ii) each of the Tranche B Banks severally agrees to make loans to the Tranche B Borrowers, and the Tranche B Borrowers may borrow, repay and reborrow from time to time during the Revolving LoansCredit Period, upon notice by a Tranche B Borrower to the Administrative Agent given in accordance with Section 2.2(a) hereof such sums as are requested by the Tranche B Borrowers in an aggregate principal amount that will not result (after giving effect to all amounts requested) in (a) such Bank’s Tranche B Revolving Credit Exposure exceeding such Bank’s Tranche B Commitment Amount or (b) such Bank’s Revolving Credit Exposure exceeding such Bank’s Commitment Amount; provided, that the aggregate principal amount of all Tranche B Loans (after giving effect to all amounts requested) and L/C Obligations at any one time Outstanding Tranche B Swing Line Advances shall not exceed the Aggregate Tranche B Commitment Amount; provided, further that in each case (i) the aggregate principal amount of all Tranche A Loans outstanding (after giving effect to all amounts requested) to each Tranche A Borrower shall not exceed at any time its respective Tranche A Sublimit, (ii) the Commitments aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amounts of all of the Banks and (iii) after giving effect to all amounts requested, such Borrower will not have outstanding more than it is permitted to borrow at such time or (ii) from under applicable laws and after the third anniversary of the Agreement Effective Dateregulations, the Commitment Availabilitylimitations on borrowing adopted by such Borrower in its Prospectus and/or SAI (if applicable) or elsewhere, and any agreements with federal, state, local or foreign governmental authorities or regulators, in each case as in effect from time to time (the “Maximum Amount”). Within the limits of the Revolving Loan Commitment of each Lender, the Borrower may borrow Each Borrowing under this Section 2.012.1(a) shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, prepay pursuant to Section 2.09 $500,000, and re- borrow integral multiples of $100,000 in excess thereof, and (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing under this Section 2.012.1(a) shall be made from the several Tranche A Banks pro rata in accordance with such Bank’s Tranche A Commitment Percentage and from the several Tranche B Banks pro rata in accordance with such Bank’s Tranche B Commitment Percentage. (b) Each Lender severally agreesNotwithstanding the provisions of clause (a) of this Section 2.1, on and subject to the terms and conditions of this Agreement, : (i) each Tranche A Swing Line Lender agrees to make Loans in Dollars (individuallya portion of its Tranche A Commitment Amount available by making swing line advances to any one or more Tranche A Borrowers and each Tranche A Borrower may borrow, repay and reborrow such Tranche A Swing Line Advances, from time to time during the Revolving Credit Period, upon notice by a “Tranche B Loan” and collectively, the “Tranche B Loan”), A Borrower to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such LenderAdministrative Agent in accordance with Section 2.2(b), in an aggregate principal amount Outstanding at that will not result (after giving effect to all amounts requested) in: (a) such Tranche A Swing Line Lender’s Tranche A Swing Line Advances exceeding its Tranche A Swing Line Commitment, (b) such Bank’s Tranche A Revolving Credit Exposure exceeding such Bank’s Tranche A Commitment Amount or (c) such Bank’s Revolving Credit Exposure exceeding such Bank’s Commitment Amount; provided, that the aggregate principal amount of all Tranche A Loans and Tranche A Swing Line Advances (after giving effect to all amounts requested) shall not exceed the Aggregate Tranche A Commitment Amount; and (ii) each Tranche B Swing Line Lender agrees to make a portion of its Tranche B Commitment Amount available by making swing line advances to any one or more Tranche B Borrowers and each Tranche B Borrower may borrow, repay and reborrow such Tranche B Swing Line Advances, from time to time during the Revolving Credit Period, upon notice by a Tranche B Borrower to the Administrative Agent in accordance with Section 2.2(b), in an aggregate principal amount that will not result (together with after giving effect to all amounts requested) in: (a) such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Tranche B Swing Line Lender’s Tranche B Loan Swing Line Advances exceeding its Tranche B Swing Line Commitment. The amount of , (b) such Bank’s Tranche B Revolving Credit Exposure exceeding such Bank’s Tranche B Commitment Amount or (c) such Bank’s Revolving Credit Exposure exceeding such Bank’s Commitment Amount; provided, that the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding Tranche B Swing Line Advances (after giving effect to all amounts requested) shall not exceed the Aggregate Tranche B Commitment Amount provided, further that in each case, after giving effect to all amounts requested, (i) the aggregate principal amount of outstanding Swing Line Advances made by such Swing Line Lender shall not exceed such Swing Line Lender’s Swing Line Commitment, (ii) such Swing Line Lender’s Tranche A Revolving Credit Exposure shall not exceed its Tranche A Commitment Amount, (iii) such Swing Line Lender’s Tranche B Revolving Credit Exposure shall not exceed its Tranche B Commitment Amount, (iv) such Swing Line Lender’s Revolving Credit Exposure shall not exceed its Commitment Amount and (v) the Commitments sum of the total Revolving Credit Exposure shall not exceed the total Commitment Amounts. All Swing Line Advances shall be made by the Applicable Swing Line Lenders on a pro rata basis. Each Borrower promises to repay each Swing Line Advance made to such Borrower, together with any and all accrued and unpaid interest thereon, on the earlier of (A) the Maturity Date for such Swing Line Advance and (B) the date of the next Loan made to such Borrower by the Banks pursuant to clause (a) of this Section 2.1. Each Swing Line Advance shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, $500,000, and integral multiples of $100,000 in excess thereof, and (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. (c) If (x) any Swing Line Advance remains outstanding to any Borrower more than ten (10) days from the date of the advance thereof, (y) Loans are not requested pursuant to clause (a) of this Section 2.1 by such Borrower prior to the Termination Date, or (z) the Administrative Agent or any Applicable Swing Line Lender so requests at any time in its sole and absolute discretion, then each Applicable Bank (including the Applicable Swing Line Lenders, in its respective capacity as a Bank) shall fund its pro rata share (based upon such time Applicable Bank’s Tranche A Commitment Percentage or Tranche B Commitment Percentage, as applicable) of the principal amount of such Swing Line Advance with a Committed Loan. Each Bank agrees to fund its pro rata share of each such outstanding Swing Line Advance on (i) the Business Day on which demand therefore is made by the Swing Line Lenders or the Administrative Agent as aforesaid, provided that notice of such demand is given not later than 4:00 p.m. (New York time) on such Business Day or (ii) from the first Business Day next succeeding such day if notice of such demand is given after such time, provided that in no event shall the aggregate outstanding amount of any Bank’s (a) Tranche A Revolving Credit Exposure exceed such Bank’s Tranche A Commitment Amount, (b) Tranche B Revolving Credit Exposure exceed such Bank’s Tranche B Commitment Amount or (c) Revolving Credit Exposure exceed such Bank’s Commitment Amount. If and after to the third anniversary extent that any Bank shall not have so made the amount of such Committed Loan available to the Administrative Agent, such Bank agrees to pay to the Administrative Agent for the account of the Agreement Swing Line Lenders forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Lenders until the date such amount is paid to the Administrative Agent, at the greater of the Federal Funds Effective DateRate or the Overnight Bank Funding Rate. (d) If prior to the making of a Committed Loan to a Borrower pursuant to the immediately preceding paragraph one or more of the events described in Section 6.1(d) or Section 6.1(e) shall have occurred with respect to such Borrower or if for any other reason a Committed Loan cannot be made pursuant to Section 2.1(c), the Commitment Availability. Any Tranche B Loans repaid hereunder are not permitted to be re-borrowed.each Applicable Bank severally,

Commitments to Lend. (a) Each 2028 Revolving Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make Revolving Loans in Dollars to each Borrower pursuant to this Section 2.01(a) (individuallyeach such loan, a “2028 Revolving Loan” and collectively, ”) from time to time during the “Availability Period in amounts such that its 2028 Revolving Loans”), to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Revolving Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Revolving Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Revolving Loans, Tranche B Loans and L/C Obligations at any one time Outstanding Outstandings shall not exceed its 2028 Revolving Commitment; provided, that, immediately after giving effect to each such 2028 Revolving Loan, (i) the aggregate principal amount of all outstanding Revolving Loans (after giving effect to any amount requested) shall not exceed the aggregate Commitments less the sum of all outstanding Swingline Loans and Letter of Credit Liabilities and (ii) the Borrower Revolving Outstandings of any Borrower (after giving effect to any amount requested) shall not exceed such Borrower’s Sublimit. Each 2028 Revolving Borrowing (other than Mandatory Letter of Credit Borrowings) shall be in an aggregate principal amount of $10,000,000 or any larger integral multiple of $1,000,000 (except that any such 2028 Revolving Borrowing may be in the aggregate amount of the Commitments at such time or (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availability. Within the limits of the Revolving Loan Commitment of each Lender, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and re- borrow under this Section 2.01.unused (b) Each 2029 Revolving Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make Revolving Loans in Dollars to each Borrower pursuant to this Section 2.01(b) (individuallyeach such loan, a “Tranche B Loan” and collectively, the “Tranche B 2029 Revolving Loan”), ) from time to time during the Borrower requesting Availability Period in amounts such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Tranche B Loans, that its 2029 Revolving Loans and L/C Obligations at any one time Outstanding Outstandings shall not exceed its 2029 Revolving Commitment; provided, that, immediately after giving effect to each such 2029 Revolving Loan, (i) the aggregate principal amount of all outstanding Revolving Loans (after giving effect to any amount requested) shall not exceed the aggregate Commitments less the sum of all outstanding Swingline Loans and Letter of Credit Liabilities and (ii) the Borrower Revolving Outstandings of any Borrower (after giving effect to any amount requested) shall not exceed such Borrower’s Sublimit. Each 2029 Revolving Borrowing (other than Mandatory Letter of Credit Borrowings) shall be in an aggregate principal amount of $10,000,000 or any larger integral multiple of $1,000,000 (except that any such 2029 Revolving Borrowing may be in the aggregate amount of the Commitments at such time or unused 2029 Revolving Commitments) and shall be made from the several 2029 Revolving Lenders ratably in proportion to their respective 2029 Revolving Commitments. Within the foregoing limits, each Borrower may borrow under this Section 2.01(a), repay, or, to the extent permitted by Section 2.10, prepay, 2029 Revolving Loans made to it and reborrow under this Section 2.01(b). (iic) from (x) From and after the third anniversary of Amendment No. 3 Effective Date until the Agreement Effective 2028 Termination Date, all Revolving Loans shall be made on a pro rata basis between the Commitment Availability. Any Tranche B 2028 Revolving Commitments and the 2029 Revolving Commitments and (y) on and after the 2028 Termination Date, all Revolving Loans repaid hereunder are not permitted to shall be re-borrowedmade on a pro rata basis between the 2029 Revolving Lenders.

Commitments to Lend. (a) Each Lender severally agrees, on Subject to the terms of and conditions set forth in this Agreement, each of the Banks severally agrees to lend to the Borrower, and the Borrower may borrow, repay and reborrow from time to time during the Revolving Credit Period, upon notice by the Borrower to the Operations Agent given in accordance with Section 2.02 hereof, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts outstanding and all amounts requested) at any one time equal to such Bank’s Commitment Amount, provided that the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) (i) shall not exceed at any time the lesser or (A) the Borrowing Base Amount and (B) the Aggregate Commitment Amount and (ii) shall not cause the Borrower to have an aggregate amount of Debt outstanding that is in excess of the Maximum Permitted Borrowing, in each case in effect at such time. Each Borrowing under this Section shall be in an aggregate principal amount of not less than $2,000,000 or a larger whole multiple of $500,000 and shall be made from the several Banks pro rata in accordance with each Bank’s Commitment Percentage. Each Loan shall mature and become due and payable as provided in Section 2.05. (b) Subject to the terms and conditions set forth in this Agreement, State Street agrees to make Loans in Dollars pursuant to this clause (individuallyb) (each, a “Revolving LoanSwing Line Advance” and and, collectively, the “Revolving LoansSwing Line Advances”), ) to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Revolving Loan Commitment Termination Date applicable to such Lender, in an aggregate principal amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Revolving Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Revolving Loans, Tranche B Loans and L/C Obligations $50,000,000 at any one time Outstanding shall not exceed outstanding; provided, that after giving effect to any Swing Line Advance: (i) the aggregate principal amount of the Commitments at such time or all Loans outstanding from State Street shall not exceed State Street’s Commitment Amount; (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availability. Within the limits of the Revolving Loan Commitment of each Lender, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and re- borrow under this Section 2.01. (b) Each Lender severally agrees, on the terms of this Agreement, to make Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding outstanding shall not exceed the Borrowing Base Amount or cause the Borrower to have an aggregate amount of Debt outstanding that is in excess of the Maximum Permitted Borrowing; and (iiii) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) shall not exceed the Commitments at Aggregate Commitment Amount, All Swing Line Advances shall be Overnight Rate Loans. The Borrower promises to pay any Swing Line Advance (together with any accrued and unpaid interest thereon), and such time Swing Line Advance shall mature, on the earliest of (A) three (3) days after the date such Swing Line Advance was made, (B) the date of the next Loan made by the Banks pursuant to clause (a) of this Section, and (C) the Termination Date. If: (w) any Swing Line Advance remains outstanding three (3) days from the date of the advance thereof, (x) Loans are not requested pursuant to clause (a) of this Section by the Borrower prior to the Termination Date, (y) any of the events described in clauses (g) or (iih) of Section 6.01 occurs or, (z) State Street so requests at any time in its sole discretion, then, upon notice from and after State Street (made through the third anniversary Operations Agent), each Bank (including State Street in its capacity as a Bank) shall fund its pro rata share (based upon such Bank’s Commitment Percentage) of the principal amount of such Swing Line Advance with a Loan, regardless of (1) the satisfaction of any conditions precedent to the borrowing of Loans, (2) the occurrence of any Default or Event of Default or any breach of this Agreement Effective Dateby any Bank, (3) any right of setoff, counterclaim, recoupment, defense or other right which such Bank may have against State Street, (4) any adverse change in the Commitment Availability. Any Tranche B Loans repaid hereunder are condition (financial or otherwise) of the Borrower, or (5) any other circumstance, happening or event whatsoever, whether or not permitted similar to be re-borrowedany of the foregoing.

Commitments to Lend. (a) Each Lender severally agrees, on Subject to the terms of and conditions set forth in this Agreement, each of the Banks severally agrees to make Loans loans denominated in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), U.S. dollars to the Borrower requesting such Loans for a period commencing on Borrowers, and the Agreement Effective Date Borrowers may borrow, repay and terminating on reborrow from time to time during the Revolving Loan Commitment Termination Date applicable Credit Period, upon notice by a Borrower to the Administrative Agent given in accordance with Section 2.2(a) hereof, (i) such Lender, in an sums as are requested by the Tranche A Borrowers up to a maximum aggregate amount Outstanding outstanding (after giving effect to all amounts requested) at any one time equal to such Bank’s Tranche A Commitment Amount, and (together with ii) such Lendersums as are requested by the Tranche B Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank’s participations Tranche B Commitment Amount, provided that (a) the aggregate principal amount of all Tranche A Loans outstanding (after giving effect to all amounts requested) shall not exceed at any time the aggregate Tranche A Commitment Amounts of all of the Banks less outstanding Tranche A Swing Line Advances, (b) the aggregate principal amount of all Tranche A Loans outstanding to each Tranche A Borrower (after giving effect to all amounts requested) shall not exceed at any time its respective Tranche A Sublimit, (c) the aggregate principal amount of all Tranche B Loans outstanding (after giving effect to all amounts requested) shall not exceed at any time the aggregate Tranche B Commitment Amounts of all of the Banks less outstanding Tranche B Swing Line Advances, (d) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amounts of all of the Banks, (e) the aggregate principal amount of any Bank’s outstanding Loans shall not exceed at any time the amount of such time in any Outstanding L/C ObligationsBank’s Commitment (minus such Bank’s Commitment Percentage (unadjusted for a Defaulting Bank) not to exceed such Lender’s Revolving Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Revolving Loans, Tranche B Swing Line Advances then outstanding) and (f) the aggregate principal amount of all Loans and L/C Obligations at outstanding to any one time Outstanding Borrower (after giving effect to all amounts requested) shall not exceed at any time the maximum amount (ithe “Maximum Amount”) the aggregate amount of the Commitments such Borrower is permitted to borrow at such time or (ii) from under applicable laws and after the third anniversary of the Agreement Effective Dateregulations, the Commitment Availabilitylimitations on borrowing adopted by such Borrower in its Prospectus and/or SAI (if applicable) or elsewhere, and any agreements with federal, state, local or foreign governmental authorities or regulators, in each case as in effect from time to time. Within the limits of the Revolving Loan Commitment of each Lender, the Borrower may borrow Each Borrowing under this Section 2.01shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, prepay pursuant to Section 2.09 $500,000, and re- borrow integral multiples of $100,000 in excess thereof, and (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing under this Section 2.01shall be made from the several Banks pro rata in accordance with each Bank’s Commitment Percentage. (b) Each Lender severally agreesNotwithstanding the provisions of clause (a) of this Section 2.1, on and subject to the terms and conditions of this Agreement, each Swing Line Lender agrees to make (i) a portion of its Tranche A Commitment Amount available by making Loans in Dollars to any one or more Tranche A Borrowers and (individually, ii) a “portion of its Tranche B Loan” and collectively, the “Tranche B Loan”), Commitment Amount available by making Loans to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable Borrowers, and each Borrower may borrow, repay and reborrow such Swing Line Advances, from time to such Lendertime during the Revolving Credit Period, upon notice by any Borrower to the Administrative Agent in accordance with Section 2.2(b), in an aggregate principal amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) outstanding not to exceed such Lender’s the aggregate Tranche A Commitment Amounts or the aggregate Tranche B Loan Commitment. The Commitment Amounts, as applicable, of the Swing Line Lenders (after giving effect to all Swing Line Advances requested); provided that the aggregate amount of the aggregate principal amount all Loans outstanding from each Swing Line Lender (without duplicationafter giving effect to all Swing Line Advances requested) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding shall not exceed the respective Swing Line Lender’s Commitment Amount, and provided further that the aggregate amount of all Swing Line Advances outstanding from each Swing Line Lender (after giving effect to all Swing Line Advances requested) shall not exceed the respective Swing Line Lender’s Swing Line Commitment. All Swing Line Advances shall be made by the Swing Line Lenders on a pro rata basis. Each Borrower promises to pay each Swing Line Advance made to such Borrower, together with any and all accrued and unpaid interest thereon, on the earlier of (A) ten (10) days after the date such Swing Line Advance was made, (B) the date of the next Loan made to such Borrower by the Banks pursuant to clause (a) of this Section, and (C) the Termination Date. If (x) any Swing Line Advance remains outstanding to any Borrower more than ten (10) days from the date of the advance thereof, (y) Loans are not requested pursuant to clause (a) of this Section by such Borrower prior to the Termination Date, or (z) the Administrative Agent so requests at any time in its sole and absolute discretion, then each Bank (including each of the Swing Line Lenders in its respective capacity as a Bank) shall fund its pro rata share (based upon such Bank’s Commitment Percentage) of the principal amount of such Swing Line Advance with a Committed Loan, which Committed Loan shall initially be a Base Rate Loan. Each Bank’s obligation to make such payments to the Administrative Agent for account of the Swing Line Lenders under this clause (b), and the Swing Line Lenders’ rights to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Bank to make its payment under this clause (b), the financial condition of any Borrower, the existence of any Default or Event of Default, the failure of any of the conditions set forth in Article III to be satisfied, or the termination of the Commitments. Each such payment to the Swing Line Lenders shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank agrees to fund its pro rata share of such outstanding Swing Line Advances on (i) the aggregate amount Business Day on which demand therefore is made by the Swing Line Lenders or the Administrative Agent as aforesaid, provided that notice of the Commitments at such time demand is given not later than 4:00 p.m. (New York time) on such Business Day or (ii) from the first Business Day next succeeding such demand if notice of such demand is given after such time, provided that in no event shall the aggregate outstanding amount of any Bank’s Loans exceed such Bank’s Commitment. If and after to the third anniversary extent that any Bank shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Bank agrees to pay to the Administrative Agent for the account of the Agreement Effective DateSwing Line Lenders forthwith on demand such amount together with interest thereon, for each day from the Commitment Availability. Any Tranche B Loans repaid hereunder are not permitted date of demand by the Swing Line Lenders until the date such amount is paid to be re-borrowedthe Administrative Agent, at the Federal Funds Rate.

Commitments to Lend. (a) Each Lender Bank severally agrees, on ------------------- the terms of this Agreementand conditions set forth herein, to make Tranche A Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), to the Borrower requesting from time to time before the Tranche A Termination Date; provided, -------- that, immediately after each such Loan is made, the aggregate outstanding ---- principal amount of Tranche A Loans for a period commencing on by such Bank shall not exceed the Agreement Effective Date and terminating on the Revolving Loan Commitment Termination Date applicable to such Lender, amount of its Tranche A Commitment. Each Base Rate Borrowing under this Section shall be in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Revolving Loan Commitment. The principal amount of the aggregate principal $100,000 or any larger amount (without duplication) of all Revolving Loans, Tranche B Loans and L/C Obligations at except that any one time Outstanding shall not exceed (i) such Borrowing may be in the aggregate amount of the Commitments at such time Unused Tranche A Commitments) and shall be made from the several Banks ratably in proportion to their respective Tranche A Commitments. Each Euro-Dollar Borrowing under this Section shall be in an aggregate principal amount of $2,000,000 or (ii) any larger multiple of $500,000 and shall be made from and after the third anniversary of the Agreement Effective Date, the Commitment Availabilityseveral Banks ratably in proportion to their respective Tranche A Commitments. Within the limits of the Revolving Loan Commitment of each Lenderforegoing limits, the Borrower may borrow under this Section, repay, reborrow, and to the extent permitted by Section 2.012.09, prepay pursuant to Section 2.09 and re- borrow Loans, under this Section 2.01at any time before the Tranche A Termination Date. As of the date of this Agreement, the outstanding Tranche A Loans are due and owing in accordance with the terms hereof without counterclaim, offset or other defense. (b) Each Lender Provided that the Image Acquisition Date occurs on or before February 15, 1999 (such occurrence, if the same occurs, time being of the essence, is referred to herein as the "Tranche B Commitment Effective Date"), each Bank severally agrees, on the terms of this Agreementand conditions set forth herein, to make Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), Loans to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on from time to time before the Tranche B Termination Date; provided, that, immediately after each such Loan Commitment Termination Date applicable to is made, the -------- ---- aggregate outstanding principal amount of Tranche B Loans by such Lender, Bank shall not exceed the amount of its Tranche B Commitment. Each Base Rate Borrowing under this Section shall be in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The principal amount of the aggregate principal $100,000 or any larger amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at except that any one time Outstanding shall not exceed (i) such Borrowing may be in the aggregate amount of the Commitments at such time Unused Tranche B Commitment) and shall be made from the several Banks ratably in proportion to their respective Tranche B Commitments. Each Euro-Dollar Borrowing under this Section shall be in an aggregate principal amount of $2,000,000 or (ii) any larger multiple of $500,000 and shall be made from and after the third anniversary of several Banks ratably in proportion to their respective Tranche B Commitments. Within the Agreement Effective Dateforegoing limits, the Commitment AvailabilityBorrower may borrow under this Section, repay, reborrow, and to the extent permitted by Section 2.09, prepay Loans, under this Section at any time before the Tranche B Termination Date. Any In no event shall any Bank be obligated to fund any Tranche B Loans repaid hereunder are in the event the Image Acquisition Date does not permitted to be re-borrowedoccur on or before February 15, 1999. (c) Notwithstanding the foregoing Sections 2.01(a) and (b), in no event shall the principal amount of all Loans made by any Bank outstanding at any one time exceed the total amount of such Bank's Commitment minus such Bank's pro rata share of the Letter of Credit ----- Obligations (whether as issuer or participant).

Commitments to Lend. (a) Revolving Loans. Each Revolving Lender severally agrees, on the terms of and conditions set forth in this Agreement, to make Revolving Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), to the Borrower requesting pursuant to this Section 2.01(a) from time to time during the Availability Period in amounts such Loans for a period commencing on the Agreement Effective Date and terminating on the that its Revolving Loan Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Revolving Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Revolving Loans, Tranche B Loans and L/C Obligations at any one time Outstanding Outstandings shall not exceed (after giving effect to all Revolving Loans repaid, all reimbursements of LC Disbursements made, and all Refunded Swingline Loans paid concurrently with the making of any Revolving Loans) its Revolving Commitment; provided that, immediately after giving effect to each such Revolving Loan, (i) the aggregate Revolving Outstandings shall not exceed the Revolving Committed Amount and (ii) with respect to each Revolving Lender individually, such Lender's outstanding Revolving Loans plus its (other than the Swingline Lender's in its capacity as such) Participation Interests in outstanding Swingline Loans plus its Participation Interests in outstanding LC Obligations shall not exceed such Lender's Revolving Commitment Percentage of the Revolving Committed Amount. Each Revolving Borrowing shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $100,000 (except that any such Borrowing may be in the aggregate amount of the Commitments at such time or (iiunused Revolving Commitments) and shall be made from and after the third anniversary of the Agreement Effective Date, the Commitment Availabilityseveral Revolving Lenders ratably in proportion to their respective Revolving Commitments. Within the limits of the Revolving Loan Commitment of each Lenderforegoing limits, the Borrower may borrow under this Section 2.012.01(a), prepay pursuant to Section 2.09 and re- borrow under this Section 2.01. (b) Each Lender severally agreesrepay, on the terms of this Agreement, to make Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”)or, to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such Lenderextent permitted by Section 2.09, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Tranche B Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Tranche B Loansprepay, Revolving Loans and L/C Obligations at any one time Outstanding shall not exceed (i) the aggregate amount of the Commitments at such time or (ii) from and after the third anniversary of the Agreement Effective Date, the Commitment Availability. Any Tranche B Loans repaid hereunder are not permitted to be re-borrowedreborrow under this Section 2.01(a).

Commitments to Lend. (a) Each Lender severally agrees, on Subject to the terms of and conditions set forth in this Agreement, : (i) each of the Tranche A ▇▇▇▇▇ severally agrees to make Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), loans to the Borrower requesting such Loans for a period commencing on Tranche A Borrowers, and the Agreement Effective Date Tranche A Borrowers may borrow, repay and terminating on reborrow from time to time during the Revolving Loan Commitment Termination Date applicable Credit Period, upon notice by a Tranche A Borrower to the Administrative Agent given in accordance with Section 2.2(a) hereof such Lender, sums as are requested by the Tranche A Borrowers in an aggregate principal amount Outstanding at any one time that will not result (together with after giving effect to all amounts requested) in (a) such LenderBank’s participations at Tranche A Revolving Credit Exposure exceeding such time in any Outstanding L/C ObligationsBank’s Tranche A Commitment Amount or (b) not to exceed such LenderBank’s Revolving Loan Commitment. The amount of Credit Exposure exceeding such Bank’s Commitment Amount; provided, that the aggregate principal amount (without duplication) of all Tranche A Loans (after giving effect to all amounts requested) and Tranche A Swing Line Advances shall not exceed the Aggregate Tranche A Commitment Amount; and (ii) each of the Tranche B ▇▇▇▇▇ severally agrees to make loans to the Tranche B Borrowers, and the Tranche B Borrowers may borrow, repay and reborrow from time to time during the Revolving LoansCredit Period, upon notice by a Tranche B Borrower to the Administrative Agent given in accordance with Section 2.2(a) hereof such sums as are requested by the Tranche B Borrowers in an aggregate principal amount that will not result (after giving effect to all amounts requested) in (a) such Bank’s Tranche B Revolving Credit Exposure exceeding such Bank’s Tranche B Commitment Amount or (b) such Bank’s Revolving Credit Exposure exceeding such Bank’s Commitment Amount; provided, that the aggregate principal amount of all Tranche B Loans (after giving effect to all amounts requested) and L/C Obligations at any one time Outstanding Tranche B Swing Line Advances shall not exceed the Aggregate Tranche B Commitment Amount; provided, further that in each case (i) the aggregate principal amount of all Tranche A Loans outstanding (after giving effect to all amounts requested) to each Tranche A Borrower shall not exceed at any time its respective Tranche A Sublimit, (ii) the Commitments aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) shall not exceed at any time the aggregate Commitment Amounts of all of the Banks and (iii) after giving effect to all amounts requested, such Borrower will not have outstanding more than it is permitted to borrow at such time or (ii) from under applicable laws and after the third anniversary of the Agreement Effective Dateregulations, the Commitment Availabilitylimitations on borrowing adopted by such Borrower in its Prospectus and/or SAI (if applicable) or elsewhere, and any agreements with federal, state, local or foreign governmental authorities or regulators, in each case as in effect from time to time (the “Maximum Amount”). Within the limits of the Revolving Loan Commitment of each Lender, the Borrower may borrow Each Borrowing under this Section 2.012.1(a) shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, prepay pursuant to Section 2.09 $500,000, and re- borrow integral multiples of $100,000 in excess thereof, and (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing under this Section 2.012.1(a) shall be made from the several Tranche A Banks pro rata in accordance with such Bank’s Tranche A Commitment Percentage and from the several Tranche B Banks pro rata in accordance with such Bank’s Tranche B Commitment Percentage. (b) Each Lender severally agreesNotwithstanding the provisions of clause (a) of this Section 2.1, on and subject to the terms and conditions of this Agreement, : (i) each Tranche A Swing Line Lender agrees to make Loans in Dollars (individuallya portion of its Tranche A Commitment Amount available by making swing line advances to any one or more Tranche A Borrowers and each Tranche A Borrower may borrow, repay and reborrow such Tranche A Swing Line Advances, from time to time during the Revolving Credit Period, upon notice by a “Tranche B Loan” and collectively, the “Tranche B Loan”), A Borrower to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Tranche B Loan Commitment Termination Date applicable to such LenderAdministrative Agent in accordance with Section 2.2(b), in an aggregate principal amount Outstanding at that will not result (after giving effect to all amounts requested) in: (a) such Tranche A Swing Line Lender’s Tranche A Swing Line Advances exceeding its Tranche A Swing Line Commitment, (b) such Bank’s Tranche A Revolving Credit Exposure exceeding such Bank’s Tranche A Commitment Amount or (c) such Bank’s Revolving Credit Exposure exceeding such Bank’s Commitment Amount; provided, that the aggregate principal amount of all Tranche A Loans and Tranche A Swing Line Advances (after giving effect to all amounts requested) shall not exceed the Aggregate Tranche A Commitment Amount; and (ii) each Tranche B Swing Line Lender agrees to make a portion of its Tranche B Commitment Amount available by making swing line advances to any one or more Tranche B Borrowers and each Tranche B Borrower may borrow, repay and reborrow such Tranche B Swing Line Advances, from time to time during the Revolving Credit Period, upon notice by a Tranche B Borrower to the Administrative Agent in accordance with Section 2.2(b), in an aggregate principal amount that will not result (together with after giving effect to all amounts requested) in: (a) such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Tranche B Swing Line Lender’s Tranche B Loan Swing Line Advances exceeding its Tranche B Swing Line Commitment. The amount of , (b) such Bank’s Tranche B Revolving Credit Exposure exceeding such Bank’s Tranche B Commitment Amount or (c) such Bank’s Revolving Credit Exposure exceeding such Bank’s Commitment Amount; provided, that the aggregate principal amount (without duplication) of all Tranche B Loans, Revolving Loans and L/C Obligations at any one time Outstanding Tranche B Swing Line Advances (after giving effect to all amounts requested) shall not exceed the Aggregate Tranche B Commitment Amount provided, further that in each case, after giving effect to all amounts requested, (i) the aggregate principal amount of outstanding Swing Line Advances made by such Swing Line Lender shall not exceed such Swing Line Lender’s Swing Line Commitment, (ii) such Swing Line Lender’s Tranche A Revolving Credit Exposure shall not exceed its Tranche A Commitment Amount, (iii) such Swing Line Lender’s Tranche B Revolving Credit Exposure shall not exceed its Tranche B Commitment Amount, (iv) such Swing Line Lender’s Revolving Credit Exposure shall not exceed its Commitment Amount and (v) the Commitments sum of the total Revolving Credit Exposure shall not exceed the total Commitment Amounts. All Swing Line Advances shall be made by the Applicable Swing Line Lenders on a pro rata basis. Each Borrower promises to repay each Swing Line Advance made to such Borrower, together with any and all accrued and unpaid interest thereon, on the earlier of (A) the Maturity Date for such Swing Line Advance and (B) the date of the next Loan made to such Borrower by the Banks pursuant to clause (a) of this Section 2.1. Each Swing Line Advance shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, $500,000, and integral multiples of $100,000 in excess thereof, and (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. (c) If (x) any Swing Line Advance remains outstanding to any Borrower more than ten (10) days from the date of the advance thereof, (y) Loans are not requested pursuant to clause (a) of this Section 2.1 by such Borrower prior to the Termination Date, or (z) the Administrative Agent or any Applicable Swing Line Lender so requests at any time in its sole and absolute discretion, then each Applicable Bank (including the Applicable Swing Line Lenders, in its respective capacity as a Bank) shall fund its pro rata share (based upon such time Applicable Bank’s Tranche A Commitment Percentage or Tranche B Commitment Percentage, as applicable) of the principal amount of such Swing Line Advance with a Committed Loan. Each Applicable Bank agrees to fund its pro rata share of each such outstanding Swing Line Advance on (i) the Business Day on which demand therefore is made by the Swing Line Lenders or the Administrative Agent as aforesaid, provided that notice of such demand is given not later than 4:00 p.m. (New York time) on such Business Day or (ii) from the first Business Day next succeeding such day if notice of such demand is given after such time, provided that in no event shall the aggregate outstanding amount of any Bank’s (a) Tranche A Revolving Credit Exposure exceed such Bank’s Tranche A Commitment Amount, (b) Tranche B Revolving Credit Exposure exceed such Bank’s Tranche B Commitment Amount or (c) Revolving Credit Exposure exceed such Bank’s Commitment Amount. If and after to the third anniversary extent that any Applicable Bank shall not have so made the amount of such Committed Loan available to the Administrative Agent, such Applicable Bank agrees to pay to the Administrative Agent for the account of the Agreement Applicable Swing Line Lenders forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Applicable Swing Line Lenders until the date such amount is paid to the Administrative Agent, at the greater of the Federal Funds Effective DateRate or the Overnight Bank Funding Rate. (d) If prior to the making of a Committed Loan to a Borrower pursuant to the immediately preceding paragraph one or more of the events described in Section 6.1(d) or Section 6.1(e) shall have occurred with respect to such Borrower or if for any other reason a Committed Loan cannot be made pursuant to Section 2.1(c), each Applicable Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Advances (“Unrefunded Swing Line Advances”) in an amount equal to the amount (if any) of Committed Loans which would otherwise have been made by such Bank pursuant to Section 2.1(c) (and subject to the notice periods and other procedures referred to in Section 2.1(c)). Each Applicable Bank will immediately transfer to the Administrative Agent, in immediately available funds, the Commitment Availability. Any Tranche B amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Applicable Swing Line Lenders in such amount as will reduce the amount of the participating interest retained by the Applicable Swing Line Lenders in its Swing Line Advances to the amount of the Committed Loans repaid hereunder are which were to have been made by it pursuant to Section 2.1(c). (e) Whenever, at any time after any Swing Line Lender has received from any Bank such Bank’s Swing Line Participation Amount, such Swing Line Lender receives any payment on account of the Swing Line Advances, such Swing Line Lender will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank’s pro rata portion of such payment if such payment is not permitted sufficient to pay the principal of and interest on all applicable Swing Line Advances then due); provided, however, that in the event that such payment received by such Swing Line Lender is required to be re-borrowedreturned, such Bank will return to such Swing Line Lender any portion thereof previously distributed to it by such Swing Line Lender. (f) Each applicable Bank’s obligation to make the Committed Loans described in Section 2.1(c) and to purchase the Swing Line Participation Amounts described in Section 2.1(d), and the Swing Line Lenders’ rights to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Bank to make the Committed Loans described in Section 2.1(c) or to purchase the Swing Line Participation Amounts described in Section 2.1(d), the financial condition of any Borrower, the existence of any Default or Event of Default, the failure of any of the conditions set forth in Article III to be satisfied, or the termination of the Commitments. Each such Committed Loan or purchase of a Swing Line Participation Amount shall be made without any offset, abatement, withholding or reduction whatsoever.