Common use of Commitments to Lend Clause in Contracts

Commitments to Lend. (a) 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 and conditions set forth in this Agreement, to lend to the Borrower pursuant to this Section from time to time amounts such that (a) the aggregate outstanding principal amount of such Lender’s Revolving Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities at any one time outstanding shall not exceed the amount of such Lender’s Revolving Commitment, and (b) the aggregate principal outstanding amount of all Revolving Loans and Swing Line Loans plus the Letter of Credit Liabilities shall not exceed 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 several Revolving Lenders ratably in proportion to their respective Pro Rata Shares of the Revolving Commitment. Within the foregoing limits, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.14, prepay Revolving Loans and reborrow at any time on or prior to the Termination Date under this Section. The Revolving Loans shall mature, and the principal amount thereof shall be due and payable, on the Termination Date.

Commitments to Lend. (a) Subject to and upon the terms and conditions set forth in this Agreementherein, each Lender with a Tranche A Term Loan Lender Commitment severally agrees to lend to make, on the Borrower its Pro Rata Share of the Term Loan Commitment (each individuallyInitial Borrowing Date, a “term loan or term loans (each, a "Tranche A Term Loan” " and, collectively, the “"Tranche A Term Loans”). Subject ") to Section 2.21the Borrower, the 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 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 Tranche A Term Loan Commitment of any Term Loan such Lender be increased or decreased as a result of any such failureon the Initial Borrowing Date. Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) During the Revolving Credit Period each Revolving Lender severally agrees, on Subject to and upon the terms and conditions set forth in this Agreementherein, each Lender with a Tranche B Term Loan Commitment severally agrees to lend 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 pursuant 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 this Section 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, at any time and from time to time amounts such that during the Revolving Credit Period, to make a revolving loan or revolving loans (aeach, a "Revolving Loan" and, collectively, the "Revolving Loans") to the aggregate outstanding principal amount of such Lender’s Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and such Lender’s Pro Rata Share maintained as and/or converted into Base Rate Loans or Euro-Dollar Loans, provided, that all Revolving Loans made as part of outstanding Swing Line the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iii) may be repaid and Letter of Credit Liabilities at any one time outstanding reborrowed in accordance with the provisions hereof and (iv) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when combined with the amount sum of such Lender’s Revolving Commitment, and (bI) the aggregate principal amount 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) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time. (d) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), 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 provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and Swing Line Loans plus the Letter Aggregate LC Exposure (exclusive of Credit Liabilities LC Reimbursement Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (v) shall not exceed the aggregate Revolving Commitments. Each Borrowing under this Section shall be in an 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 $10,000,000 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 party or parties originally delivering the same or (ii) a waiver of such Default from the Required Lenders. (e) On any larger multiple of $1,000,000; and each 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 several Revolving 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 in proportion to based upon their respective Pro Rata Shares RL Percentages, provided that all interest payable on the Swingline Loans shall be for the account of the Revolving Commitment. Within Swingline Lender until the foregoing limitsdate the respective assignment is purchased and, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.14, prepay Revolving Loans and reborrow at any time on or prior attributable to the Termination Date under this Section. The Revolving Loans shall maturepurchased assignment, and the principal amount thereof shall be due payable to the RL Lender purchasing same from and payable, on the Termination Dateafter such date of purchase.

Commitments to Lend. (a) Subject to and upon the terms and conditions set forth in this Agreementherein, each Lender with a Tranche A Term Loan Lender Commitment severally agrees to lend to make, on the Borrower its Pro Rata Share of the Term Loan Commitment (each individuallyInitial Borrowing Date, a “term loan or term loans (each, a "Tranche A Term Loan” " and, collectively, the “"Tranche A Term Loans”). Subject ") to Section 2.21the Borrower, the 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 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 Tranche A Term Loan Commitment of such Lender on the Initial Borrowing Date (after giving effect to any Term Loan Lender be increased or decreased as a result of termination thereof pursuant to Section 2.09(a), but prior to any such failurereduction thereto pursuant to Section 2.09(b)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) During the Revolving Credit Period each Revolving Lender severally agrees, on Subject to and upon the terms and conditions set forth in this Agreementherein, each Lender with a Tranche B Term Loan Commitment severally agrees to lend 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 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 this 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, at any time and from time to time amounts such that during the Revolving Credit Period, to make a revolving loan or revolving loans (aeach, a "Revolving Loan" and, collectively, the "Revolving Loans") to the aggregate outstanding principal amount of such Lender’s Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and such Lender’s Pro Rata Share maintained as and/or converted into Base Rate Loans or Euro-Dollar Loans, provided that all Revolving Loans made as part of outstanding Swing Line the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iii) may be repaid and Letter of Credit Liabilities at any one time outstanding reborrowed in accordance with the provisions hereof and (iv) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when combined with the amount sum of such Lender’s Revolving Commitment, and (bI) the aggregate principal amount 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) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time. (d) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), 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 provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and Swing Line Loans plus the Letter Aggregate LC Exposure (exclusive of Credit Liabilities LC Reimbursement Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (v) shall not exceed the aggregate Revolving Commitments. Each Borrowing under this Section shall be in an 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 $10,000,000 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 party or parties originally delivering the same or (ii) a waiver of such Default from the Required Lenders. (e) On any larger multiple of $1,000,000; and each 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 several Revolving 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 in proportion to based upon their respective Pro Rata Shares RL Percentages, provided that all interest payable on the Swingline Loans shall be for the account of the Revolving Commitment. Within Swingline Lender until the foregoing limitsdate the respective assignment is purchased and, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.14, prepay Revolving Loans and reborrow at any time on or prior attributable to the Termination Date under this Section. The Revolving Loans shall maturepurchased assignment, and the principal amount thereof shall be due payable to the RL Lender purchasing same from and payable, on the Termination Dateafter such date of purchase.

Commitments to Lend. (a) Subject to the terms and conditions set forth in this Agreement, each Term Loan Lender of the Banks severally agrees to lend make loans to the Borrower its Pro Rata Share of Borrowers, and the Term Loan Commitment (each individuallyBorrowers may borrow, 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 repay 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 and conditions set forth in this Agreement, to lend to the Borrower pursuant to this Section 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 up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank’s Tranche A Commitment Amount, and (ii) such sums 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 Tranche B Commitment Amount, provided that (a) the aggregate outstanding principal amount of such Lender’s Revolving all Tranche A Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities at any one time outstanding (after giving effect to all amounts requested) shall not exceed at any time the amount aggregate Tranche A Commitment Amounts of such Lender’s Revolving Commitmentall of the Banks less outstanding Tranche A Swing Line Advances, and (b) the aggregate principal outstanding amount of all Revolving Tranche A Loans and Swing Line Loans plus the Letter of Credit Liabilities 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 Revolving Commitmentsprincipal 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 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 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. Each Borrowing under this Section shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, $10,000,000 or any larger multiple 500,000, and integral multiples of $1,000,000; 100,000 in excess thereof, and each (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing of Revolving Loans 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 (i) an amount equal to its Tranche A Commitment Amount available by making Loans to any one or more Tranche A Borrowers and (ii) an amount equal to its Tranche B Commitment Amount available by making Loans to the Tranche B Borrower, and each Borrower may borrow, repay and reborrow such Swing Line Advances, from time to time during the Revolving Lenders ratably Credit Period, upon notice by any Borrower to the Administrative Agent in proportion accordance with Section 2.2(b), in an aggregate principal amount at any time outstanding not to their respective Pro Rata Shares exceed the aggregate Tranche A Commitment Amounts or the aggregate Tranche B Commitment Amounts, as applicable, of the Revolving CommitmentSwing Line Lenders (after giving effect to all Swing Line Advances requested); provided that the aggregate amount of all Loans outstanding from each Swing Line Lender (after giving effect to all Swing Line Advances requested) 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. Within All Swing Line Advances shall be made by the foregoing limitsSwing 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 may borrow under by the Banks pursuant to clause (a) of this Section, repayand (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, or (y) Loans are not requested pursuant to the extent permitted clause (a) of this Section by Section 2.14, prepay Revolving Loans and reborrow at any time on or such Borrower prior to the Termination Date 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 Section. The Revolving Loans shall matureparagraph (b), and the principal amount thereof Swing Line Lenders’ rights to receive the same, shall be due absolute and payableunconditional 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 Termination DateBusiness Day on which demand therefore is made by the Swing Line Lenders as aforesaid, provided that notice of such demand is given not later than 2:00 p.m. (New York time) on such Business Day or (ii) the first Table of Contents Business Day next succeeding such demand if notice of such demand is given after such time. If and to the 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 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 Federal Funds Rate.

Commitments to Lend. (a) 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 Each Lender severally agrees, on the terms and conditions set forth in of this Agreement, to lend make Loans in Dollars (individually, a “Revolving Loan” and collectively, the “Revolving Loans”), to the Borrower pursuant requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Revolving Loan Commitment Termination Date applicable to this Section from 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 time amounts such that (a) the aggregate outstanding principal amount of exceed such Lender’s Revolving Loan Commitment. The amount of the aggregate principal amount (without duplication) of all Revolving Loans, Tranche B Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities L/C Obligations at any one time outstanding Outstanding shall not exceed the amount of such Lender’s Revolving Commitment, and (bi) the aggregate principal outstanding amount of all Revolving Loans the Commitments at such time or (ii) from and Swing Line Loans plus after the Letter third anniversary of Credit Liabilities shall not exceed the aggregate Revolving CommitmentsAgreement Effective Date, the Commitment Availability. 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 Within the several Revolving Lenders ratably in proportion to their respective Pro Rata Shares limits of the Revolving Commitment. Within the foregoing limitsLoan Commitment of each Lender, the Borrower may borrow under this SectionSection 2.01, repayprepay pursuant to Section 2.09 and re- borrow under this Section 2.01. (b) Each Lender severally agrees, or on the terms of this Agreement, to make Loans in Dollars (individually, a “Tranche B Loan” and collectively, the “Tranche B Loan”), to the extent permitted by Section 2.14Borrower 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, prepay 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 reborrow L/C Obligations at any one time on Outstanding shall not exceed (i) the aggregate amount of the Commitments at such time or prior (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 the Termination Date under this Section. The Revolving Loans shall mature, and the principal amount thereof shall be due and payable, on the Termination Datere-borrowed.

Commitments to Lend. (a) Subject to the terms and conditions set forth in this Agreement, each Term Loan Lender of the Banks severally agrees to lend make loans denominated in Dollars to the Borrower its Pro Rata Share of Borrowers, and the Term Loan Commitment (each individuallyBorrowers may borrow, 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 repay 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 and conditions set forth in this Agreement, to lend to the Borrower pursuant to this Section 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 such that requested) in (a) the aggregate outstanding principal amount of such LenderBank’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 Loans and Credit Exposure exceeding such LenderBank’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities at any one time outstanding shall not exceed the amount of such Lender’s Revolving CommitmentCommitment Amount, and (bd) the aggregate principal outstanding amount of all Tranche A Loans to each Tranche A Borrower exceeding its respective Tranche A Sublimit, (e) the Total Revolving Loans 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 Swing Line Loans plus regulations, the Letter of Credit Liabilities shall not exceed 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 aggregate Revolving Commitments“Maximum Amount”). Each Borrowing under this Section shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, $10,000,000 or any larger multiple 500,000, and integral multiples of $1,000,000; 100,000 in excess thereof, and each (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing of Revolving Loans 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 Lenders ratably Credit Period, upon notice by any Borrower to the Administrative Agent in proportion accordance with Section 2.2(b), in each case in an aggregate principal amount that will not result (after giving effect to their respective Pro Rata Shares all amounts requested) at any one time outstanding in (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 sum of the Total Revolving CommitmentCredit Exposure exceeding the total Commitment Amounts. Within All Swing Line Advances shall be made by the foregoing limitsSwing 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 may borrow under by the Banks pursuant to clause (a) of this Section, repayand (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, or (y) Loans are not requested pursuant to the extent permitted clause (a) of this Section by Section 2.14, prepay Revolving Loans and reborrow at any time on or such Borrower prior to the Termination Date 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 Section. The Revolving Loans shall matureclause (b), and the principal amount thereof Swing Line Lenders’ rights to receive the same, shall be due absolute and payableunconditional 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 Termination DateBusiness 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) 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 to the 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 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 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 amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in its Swing Line Advances to the amount of the 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 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 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 returned, 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) Subject to Each Bank severally agrees, on ------------------- the terms and conditions set forth in this Agreementherein, each Term Loan Lender severally agrees to lend make Tranche A Loans 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 and conditions set forth in this Agreement, to lend to the Borrower pursuant to this Section from time to time amounts before the Tranche A Termination Date; provided, -------- that, immediately after each such that (a) Loan is made, the aggregate outstanding ---- principal amount of Tranche A Loans by such Lender’s Revolving Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities at any one time outstanding Bank shall not exceed the amount of such Lender’s Revolving its Tranche A Commitment, and (b) the aggregate principal outstanding amount of all Revolving Loans and Swing Line Loans plus the Letter of Credit Liabilities shall not exceed the aggregate Revolving Commitments. Each Base Rate Borrowing under this Section shall be in an aggregate principal amount of $10,000,000 100,000 or any larger amount (except that any such Borrowing may be in the aggregate amount of the 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 any larger multiple of $1,000,000; 500,000 and each Borrowing of Revolving Loans shall be made from the several Revolving Lenders Banks ratably in proportion to their respective Pro Rata Shares of the Revolving CommitmentTranche A Commitments. Within the foregoing limits, the Borrower may borrow under this Section, repay, or reborrow, and to the extent permitted by Section 2.142.09, prepay Revolving Loans and reborrow Loans, under this Section at 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) Provided that the Image Acquisition Date occurs on or prior 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 and conditions set forth herein, to make Tranche B Loans to the Borrower from time to time before the Tranche B Termination Date Date; provided, that, immediately after each such Loan is made, the -------- ---- aggregate outstanding principal amount of Tranche B Loans 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 (except that any such Borrowing may be in the aggregate amount of the 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 any larger multiple of $500,000 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. The Revolving Loans shall mature, 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. In no event shall any Bank be obligated to fund any Tranche B Loans in the event the Image Acquisition Date does not occur on or before February 15, 1999. (c) Notwithstanding the foregoing Sections 2.01(a) and (b), in no event shall the principal amount thereof shall be due and payable, on of all Loans made by any Bank outstanding at any one time exceed the Termination Datetotal 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) Subject to the terms and conditions set forth in this Agreement, each 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 Bank severally agrees, on the terms and conditions set forth in this Agreement, to lend make Term Loans to the Borrower pursuant to this Section from time to time in up to four (4) Borrowings during the Term Loan Commitment Period as requested by the Borrower in accordance with Section 2.2 in an amount not to exceed its Term Loan Commitment; provided that (i) if the Borrower does not make Borrowings of Term Loans in an aggregate principal amount 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 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 (a) the aggregate outstanding principal amount of Term Loans by such Lender’s Revolving Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities Term Loan Bank at any one time outstanding shall not exceed the amount of such Lender’s Revolving its Term Loan Commitment, and (b) the . The aggregate principal outstanding amount of all Revolving Term Loans and Swing Line Loans plus the Letter of Credit Liabilities to be made hereunder shall not exceed the aggregate Revolving CommitmentsTerm Loan Amount. Each Borrowing under this Section 2.1 shall be in an aggregate principal amount of at least (i) with respect to the Term Loan Commitments in effect on the Amendment No. 1 Effective Date, $10,000,000 20,000,000, and (ii) otherwise, $10,000,000, or any larger an integral multiple of $1,000,000; 500,000 in excess thereof and each Borrowing of Revolving Loans shall be made from the several Revolving Lenders Term Loan Banks ratably in proportion to their respective Pro Rata Shares of the Revolving CommitmentTerm Loan Commitments. Within the foregoing limits, the Borrower Any Term Loans that are repaid may borrow under this Section, repay, or to the extent permitted by Section 2.14, prepay Revolving Loans and reborrow at any time on or prior to the Termination Date under this Section. The Revolving Loans shall mature, and the principal amount thereof shall not be due and payable, on the Termination Datereborrowed.

Commitments to Lend. (a) 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 Each Revolving Lender severally agrees, on the terms and conditions set forth in this Agreementherein, to lend make revolving loans (collectively, the “Revolving Loans”, and each a “Revolving Loan”) to the Borrower pursuant to this Section from time to time amounts before the Termination Date; provided that, immediately after each such that (a) Revolving Loan is made, the aggregate outstanding principal amount of such Lender’s Revolving Loans and by such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities at any one time outstanding Lender shall not exceed the amount of such Lender’s its Revolving Commitment, and (b) the aggregate outstanding principal outstanding amount of all Revolving Loans and Swing Line Loans plus the aggregate outstanding amount of the Letter of Credit Liabilities Obligations shall not exceed the aggregate amount of the Revolving Commitments. Each Borrowing under this Section 2.01(a) shall be in an aggregate principal amount of $10,000,000 5,000,000 or any larger integral multiple of $1,000,000; 1,000,000 (except that any such Borrowing may be in the aggregate amount of the Unused Commitments) and each Borrowing of Revolving Loans shall be made from by the several Revolving Lenders ratably in proportion to their respective Pro Rata Shares of the Revolving CommitmentCommitments. Within the foregoing limits, the Borrower may borrow under this SectionSection 2.01(a), repayrepay or, or to the extent permitted by Section 2.142.10, prepay Revolving Loans and reborrow under this Section 2.01(a) at any time before the Termination Date. (i) Each Term Loan A Lender severally agrees, on or the terms and conditions set forth herein, to make a term loan (collectively, the “Term Loan A”) to the Borrower on the Amendment Date. (ii) At any time prior to the Termination Date under this Sectionso 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 (a “Term Loan A Increase”) either by having one or more Eligible Assignees (other than Lenders then holding a Commitment hereunder) approved by the Borrower and the Administrative Agent (each a “New Term Loan A Lender”) become Term Loan A Lenders hereunder and/or by having any one 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 Administrative Agent for the account of the Additional Term Loan A Lenders an upfront fee related to the increased Term Loan A Commitments and (ii) 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 increase in the aggregate Term Loan A Commitments. The Revolving Loans shall mature, form and substance of the principal amount thereof documents required under clauses (D) through (H) above shall be due 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 payableshall furnish to Lenders, upon request, copies of each Commitment and Acceptance. Each Additional Term Loan A Lender severally agrees, on the Termination Dateterms 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 Term Loan B or any portion thereof.

Commitments to Lend. (a) Subject to the terms and conditions set forth in this Agreement, : (i) each Term Loan Lender of the Tranche A Banks severally agrees to lend make loans to the Borrower its Pro Rata Share of Tranche A Borrowers, and the Term Loan Commitment (each individuallyTranche A Borrowers may borrow, 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 repay 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 and conditions set forth in this Agreement, to lend to the Borrower pursuant to this Section reborrow from time to time during the Revolving Credit Period, upon notice by a Tranche A Borrower to the Administrative Agent given in accordance with Section 2.2(a) hereof such sums as are requested by the Tranche A Borrowers in an aggregate principal amount that will not result (after giving effect to all amounts such that requested) in (a) such Bank’s Tranche A Revolving Credit Exposure exceeding such Bank’s Tranche A Commitment Amount or (b) such Bank’s Revolving Credit Exposure exceeding such Bank’s Commitment Amount; provided, that the aggregate outstanding principal amount of such Lender’s Revolving all Tranche A Loans (after giving effect to all amounts requested) and such Lender’s Pro Rata Share of outstanding Tranche A Swing Line Loans and Letter of Credit Liabilities at any one time outstanding 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 Credit 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 such Lender’s Revolving Commitmentall Tranche B Loans (after giving effect to all amounts requested) and Tranche B Swing Line Advances shall not exceed the Aggregate Tranche B Commitment Amount; provided, and further that in each case (bi) the aggregate principal outstanding amount of all Revolving Tranche A Loans and Swing Line Loans plus the Letter of Credit Liabilities 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 aggregate Revolving Commitmentsprincipal 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 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, $10,000,000 or any larger multiple 500,000, and integral multiples of $1,000,000; 100,000 in excess thereof, and each (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing of Revolving Loans under this Section 2.1(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) Notwithstanding the provisions of clause (a) of this Section 2.1, and subject to the terms and conditions of this Agreement: (i) each Tranche A Swing Line Lender agrees to make a 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 Lenders ratably Credit Period, upon notice by a Tranche A Borrower to the Administrative Agent in proportion accordance with Section 2.2(b), in an aggregate principal amount that will not result (after giving effect to their respective Pro Rata Shares 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 (after giving effect to all amounts requested) in: (a) such Tranche B Swing Line Lender’s Tranche B Swing Line Advances exceeding its Tranche B Swing Line Commitment, (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 of all Tranche B Loans and 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 sum of the total Revolving CommitmentCredit Exposure shall not exceed the total Commitment Amounts. Within All Swing Line Advances shall be made by the foregoing limitsApplicable 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 may borrow under by the Banks pursuant to clause (a) of this SectionSection 2.1. Each Swing Line Advance shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, repay$500,000, or 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 extent permitted date of the advance thereof, (y) Loans are not requested pursuant to clause (a) of this Section 2.1 by Section 2.14, prepay Revolving Loans and reborrow at any time on or such Borrower prior to the Termination Date under this Section. The Revolving Loans 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 maturefund its pro rata share (based upon such Applicable Bank’s Tranche A Commitment Percentage or Tranche B Commitment Percentage, and as applicable) of the principal amount thereof 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) 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 to the 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 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 Rate 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 due and payablemade pursuant to Section 2.1(c), on the Termination Date.each Applicable Bank severally,

Commitments to Lend. (a) 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 Revolving 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 Each Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, to lend make Revolving Loans to the Borrower pursuant to this Section 2.01(a) from time to time during the Availability Period in amounts such that its Revolving Outstandings shall not exceed (aafter 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 outstanding principal amount of such Lender’s Revolving Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities at any one time outstanding Outstandings shall not exceed the amount of Revolving Committed Amount and (ii) with respect to each Revolving Lender individually, such Lender’s Revolving Commitment, and (b) the aggregate principal 's outstanding amount of all Revolving Loans and Swing Line plus its (other than the Swingline Lender's in its capacity as such) Participation Interests in outstanding Swingline Loans plus the Letter of Credit Liabilities its Participation Interests in outstanding LC Obligations shall not exceed such Lender's Revolving Commitment Percentage of the aggregate Revolving CommitmentsCommitted Amount. Each Revolving Borrowing under this Section shall be in an aggregate principal amount of $10,000,000 1,000,000 or any larger multiple of $1,000,000; 100,000 (except that any such Borrowing may be in the aggregate amount of the unused Revolving Commitments) and each Borrowing of Revolving Loans shall be made from the several Revolving Lenders ratably in proportion to their respective Pro Rata Shares of the Revolving CommitmentCommitments. Within the foregoing limits, the Borrower may borrow under this SectionSection 2.01(a), repay, or or, to the extent permitted by Section 2.142.09, prepay prepay, Revolving Loans and reborrow at any time on or prior to the Termination Date under this Section. The Revolving Loans shall mature, and the principal amount thereof shall be due and payable, on the Termination DateSection 2.01(a).

Commitments to Lend. (a) Subject to the terms and conditions set forth in this Agreement, : (i) each Term Loan Lender of the Tranche A ▇▇▇▇▇ severally agrees to lend make loans to the Borrower its Pro Rata Share of Tranche A Borrowers, and the Term Loan Commitment (each individuallyTranche A Borrowers may borrow, 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 repay 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 and conditions set forth in this Agreement, to lend to the Borrower pursuant to this Section reborrow from time to time during the Revolving Credit Period, upon notice by a Tranche A Borrower to the Administrative Agent given in accordance with Section 2.2(a) hereof such sums as are requested by the Tranche A Borrowers in an aggregate principal amount that will not result (after giving effect to all amounts such that requested) in (a) such Bank’s Tranche A Revolving Credit Exposure exceeding such Bank’s Tranche A Commitment Amount or (b) such Bank’s Revolving Credit Exposure exceeding such Bank’s Commitment Amount; provided, that the aggregate outstanding principal amount of such Lender’s Revolving all Tranche A Loans (after giving effect to all amounts requested) and such Lender’s Pro Rata Share of outstanding Tranche A Swing Line Loans and Letter of Credit Liabilities at any one time outstanding 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 Credit 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 such Lender’s Revolving Commitmentall Tranche B Loans (after giving effect to all amounts requested) and Tranche B Swing Line Advances shall not exceed the Aggregate Tranche B Commitment Amount; provided, and further that in each case (bi) the aggregate principal outstanding amount of all Revolving Tranche A Loans and Swing Line Loans plus the Letter of Credit Liabilities 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 aggregate Revolving Commitmentsprincipal 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 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, $10,000,000 or any larger multiple 500,000, and integral multiples of $1,000,000; 100,000 in excess thereof, and each (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing of Revolving Loans under this Section 2.1(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) Notwithstanding the provisions of clause (a) of this Section 2.1, and subject to the terms and conditions of this Agreement: (i) each Tranche A Swing Line Lender agrees to make a 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 Lenders ratably Credit Period, upon notice by a Tranche A Borrower to the Administrative Agent in proportion accordance with Section 2.2(b), in an aggregate principal amount that will not result (after giving effect to their respective Pro Rata Shares 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 (after giving effect to all amounts requested) in: (a) such Tranche B Swing Line Lender’s Tranche B Swing Line Advances exceeding its Tranche B Swing Line Commitment, (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 of all Tranche B Loans and 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 sum of the total Revolving CommitmentCredit Exposure shall not exceed the total Commitment Amounts. Within All Swing Line Advances shall be made by the foregoing limitsApplicable 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 may borrow under by the Banks pursuant to clause (a) of this SectionSection 2.1. Each Swing Line Advance shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, repay$500,000, or 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 extent permitted date of the advance thereof, (y) Loans are not requested pursuant to clause (a) of this Section 2.1 by Section 2.14, prepay Revolving Loans and reborrow at any time on or such Borrower prior to the Termination Date under this SectionDate, 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 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. The 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) 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 to the 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 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 Rate 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 shall maturewhich 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 amount of its participation (the “Swing Line Participation Amount”), and the principal amount thereof proceeds of such participation shall be due 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 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 payablefunded 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 sufficient to pay the principal of and interest on all applicable Swing Line Advances then due); provided, however, that in the Termination Dateevent that such payment received by such Swing Line Lender is required to be returned, 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) Subject to the terms and conditions set forth in this Agreement, each Term Loan Lender of the Banks severally agrees to lend make loans denominated in U.S. dollars to the Borrower its Pro Rata Share of Borrowers, and the Term Loan Commitment (each individuallyBorrowers may borrow, 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 repay 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 and conditions set forth in this Agreement, to lend to the Borrower pursuant to this Section 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 up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank’s Tranche A Commitment Amount, and (ii) such sums 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 Tranche B Commitment Amount, provided that (a) the aggregate outstanding principal amount of such Lender’s Revolving all Tranche A Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities at any one time outstanding (after giving effect to all amounts requested) shall not exceed at any time the amount aggregate Tranche A Commitment Amounts of such Lender’s Revolving Commitmentall of the Banks less outstanding Tranche A Swing Line Advances, and (b) the aggregate principal outstanding amount of all Revolving Tranche A Loans and Swing Line Loans plus the Letter of Credit Liabilities 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 Revolving Commitmentsprincipal 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 Bank’s Commitment (minus such Bank’s Commitment Percentage (unadjusted for a Defaulting Bank) of the aggregate principal amount of all Swing Line Advances then outstanding) and (f) 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 “Maximum Amount”) such Borrower 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. Each Borrowing under this Section shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, $10,000,000 or any larger multiple 500,000, and integral multiples of $1,000,000; 100,000 in excess thereof, and each (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing of Revolving Loans 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 (i) a portion of its Tranche A Commitment Amount available by making Loans to any one or more Tranche A Borrowers and (ii) 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 Lenders ratably Credit Period, upon notice by any Borrower to the Administrative Agent in proportion accordance with Section 2.2(b), in an aggregate principal amount at any time outstanding not to their respective Pro Rata Shares exceed the aggregate Tranche A Commitment Amounts or the aggregate Tranche B Commitment Amounts, as applicable, of the Revolving Swing Line Lenders (after giving effect to all Swing Line Advances requested); provided that the aggregate amount of all Loans outstanding from each Swing Line Lender (after giving effect to all Swing Line Advances requested) 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. Within All Swing Line Advances shall be made by the foregoing limitsSwing 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 may borrow under by the Banks pursuant to clause (a) of this Section, repayand (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, or (y) Loans are not requested pursuant to the extent permitted clause (a) of this Section by Section 2.14, prepay Revolving Loans and reborrow at any time on or such Borrower prior to the Termination Date 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 Section. The Revolving Loans shall matureclause (b), and the principal amount thereof Swing Line Lenders’ rights to receive the same, shall be due absolute and payableunconditional 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 Termination DateBusiness 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) 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 to the 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 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 Federal Funds Rate.

Commitments to Lend. (a) 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 Each Tranche A Lender severally agrees, on the terms and conditions set forth in this Agreement, to lend make loans in Dollars to the Borrower pursuant to this Section from time to time amounts such during the Revolving Credit Period; provided that (aA) no Tranche A Loan shall be made pursuant to this Section 2.01(a) (other than any Tranche A Loan made pursuant to Section 2.16(e)) at any time when the Total Tranche B Outstanding Amount is less than the Maximum Tranche B Availability and (B) immediately after each such loan is made: (1) the sum of the aggregate outstanding principal amount of such Tranche A Lender’s Revolving Tranche A Loans and plus the aggregate amount of such Tranche A Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities at any one time outstanding LC Exposure shall not exceed its Tranche A Commitment, (2) the Total Tranche A Outstanding Amount shall not exceed the amount of such Lender’s Revolving Commitment, Maximum Tranche A Availability and (b3) the aggregate principal outstanding amount of all Revolving Loans and Swing Line Loans plus the Letter of Credit Liabilities Total Outstanding Amount shall not exceed the aggregate Revolving CommitmentsMaximum Facility Availability. Each Subject to Section 2.02(c), each Borrowing under this Section shall be in an aggregate principal amount of $10,000,000 5,000,000 or any larger multiple of $1,000,000; 1,000,000 (except that (x) any such Borrowing may be in the aggregate amount available within the limitations in the foregoing proviso and each (y) any Base Rate Borrowing of Revolving Loans pursuant to ‎Section 2.16(e) may be in the amount specified therein) and shall be made from the several Revolving Tranche A Lenders ratably in proportion to their respective Pro Rata Shares of the Revolving CommitmentTranche A Commitments. Within the foregoing limits, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.14‎Section 2.11, prepay Revolving Tranche A Loans and reborrow at any time re-borrow under this ‎Section 2.01. (b) Each Tranche B Lender severally agrees, on or prior the terms and conditions set forth in this Agreement, to make loans in Dollars to the Termination Date Borrower pursuant to this Section from time to time during the Revolving Credit Period; provided that, immediately after each such loan is made: (i) the aggregate outstanding principal amount of such 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 the several Tranche B Lenders ratably in proportion to their respective Tranche B Commitments. Within the foregoing limits, the Borrower may borrow under this Section. The Revolving , repay, or to the extent permitted by ‎Section 2.11, prepay Tranche B Loans shall mature, and the principal amount thereof shall be due and payable, on the Termination Datere-borrow under this ‎Section 2.01.

Commitments to Lend. (a) Subject to the terms and conditions set forth in this Agreement, each 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 Bank severally agrees, on the terms and conditions set forth in this Agreement, to lend make Term Loans to the Borrower pursuant to this Section from time to time in up to four (4) Borrowings during the Term Loan Commitment Period as requested by the Borrower in accordance with Section 2.2 in an amount not to exceed its Term Loan Commitment; provided that (i) if the Borrower does not make Borrowings of Term Loans in an aggregate principal amount 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 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 (a) the aggregate outstanding principal amount of Term Loans by such Lender’s Revolving Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities Term Loan Bank at any one time outstanding shall not exceed the amount of such Lender’s Revolving its Term Loan Commitment, and (b) the . The aggregate principal outstanding amount of all Revolving Term Loans and Swing Line Loans plus the Letter of Credit Liabilities to be made hereunder shall not exceed the aggregate Revolving CommitmentsTerm Loan Amount. Each Borrowing under this Section 2.1 shall be in an aggregate principal amount of at least (i) with respect to the Term Loan Commitments in effect on the date hereof, $10,000,000 20,000,000, and (ii) otherwise, $10,000,000, or any larger an integral multiple of $1,000,000; 500,000 in excess thereof and each Borrowing of Revolving Loans shall be made from the several Revolving Lenders Term Loan Banks ratably in proportion to their respective Pro Rata Shares of the Revolving CommitmentTerm Loan Commitments. Within the foregoing limits, the Borrower Any Term Loans that are repaid may borrow under this Section, repay, or to the extent permitted by Section 2.14, prepay Revolving Loans and reborrow at any time on or prior to the Termination Date under this Section. The Revolving Loans shall mature, and the principal amount thereof shall not be due and payable, on the Termination Datereborrowed.

Commitments to Lend. (a) 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 Tranche A 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 Each Tranche A Bank severally agrees, on the -------------- terms and conditions set forth in this Agreement, to lend make the Tranche A Loan on the Closing Date to the Borrower pursuant to this Section from time to time amounts in an amount such that (a) the aggregate outstanding principal amount of the Tranche A Loan by such Lender’s Revolving Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities Bank at any one time outstanding shall not exceed the amount of such Lender’s Revolving its Tranche A Loan Commitment, and . The aggregate amount of the Tranche A Loan to be made hereunder shall not exceed Four Hundred Million Dollars ($400,000,000) (the "Tranche A Loan Amount"); --------------------- (b) Tranche B Loans. Each Tranche B Bank severally agrees, on the --------------- terms and conditions set forth in this Agreement, to make Tranche B Loans to Borrower and 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 outstanding amount of all Revolving Tranche B Loans and Swing Line by such Bank at any one time outstanding together with such Bank's pro rata share -------- of Letter of Credit Usage with respect to Borrower shall not exceed the amount of its Tranche B Commitment. The aggregate amount of Tranche B Loans plus to be made hereunder together with the Letter of Credit Liabilities Usage with respect to Borrower shall not exceed at any one time Two Hundred Fifty Million Dollars ($250,000,000) (the aggregate Revolving Commitments"Tranche B Loan Amount"). Each Euro-Dollar Borrowing under --------------------- this Section subsection (b) shall be in an aggregate principal amount of at least $10,000,000 5,000,000, or any larger an integral multiple of $1,000,000; 1,000,000 in excess thereof, and each Base Rate Borrowing under this subsection (b) shall be in an aggregate principal amount of Revolving Loans at least $1,000,000, or an integral multiple of $100,000 in excess thereof, and in each case shall be made from the several Revolving Lenders Banks ratably in proportion to their respective Pro Rata Shares of the Revolving CommitmentTranche B Commitments. Within the foregoing limits, the Borrower may borrow under this Section, repay, or Subject to the extent permitted by Section 2.14limitations set forth herein, prepay Revolving Loans and reborrow at any time on or prior to the Termination Date under this Section. The Revolving Loans shall mature, and the principal amount thereof shall Tranche B Loan amounts repaid may be due and payable, on the Termination Datereborrowed.

Commitments to Lend. (a) Subject to the terms and conditions set forth in this Agreement, each Term Loan Lender of the Banks severally agrees to lend to the Borrower its Pro Rata Share of the Term Loan Commitment (each individuallyBorrower, 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 and conditions set forth in this Agreement, to lend to the Borrower pursuant to this Section 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 such that (aoutstanding and all amounts requested) the aggregate outstanding principal amount of such Lender’s Revolving Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities 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 Lender’s Revolving Commitment, and (b) the aggregate principal outstanding amount of all Revolving Loans and Swing Line Loans plus the Letter of Credit Liabilities shall not exceed the aggregate Revolving Commitmentstime. Each Borrowing under this Section shall be in an aggregate principal amount of not less than $10,000,000 2,000,000 or any a larger whole multiple of $1,000,000; 500,000 and each Borrowing of Revolving Loans shall be made from the several Revolving Lenders ratably Banks pro rata in proportion 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 their respective Pro Rata Shares the terms and conditions set forth in this Agreement, State Street agrees to make Loans pursuant to this clause (b) (each, a “Swing Line Advance” and, collectively, the “Swing Line Advances”) to the Borrower in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; provided, that after giving effect to any Swing Line Advance: (i) the aggregate principal amount of all Loans outstanding from State Street shall not exceed State Street’s Commitment Amount; (ii) the aggregate principal amount of all Loans 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 Revolving CommitmentMaximum Permitted Borrowing; and (iii) the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested) shall not exceed the Aggregate Commitment Amount, All Swing Line Advances shall be Overnight Rate Loans. Within The Borrower promises to pay any Swing Line Advance (together with any accrued and unpaid interest thereon), and such Swing Line Advance shall mature, on the foregoing limitsearliest of (A) three (3) days after the date such Swing Line Advance was made, (B) the Borrower may borrow under date of the next Loan made by the Banks pursuant to clause (a) of this Section, repay, or 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 extent permitted by Section 2.14, prepay Revolving Loans and reborrow at any time on or Borrower prior to the Termination Date under this Section. The Revolving Loans Date, (y) any of the events described in clauses (g) or (h) of Section 6.01 occurs or, (z) State Street so requests at any time in its sole discretion, then, upon notice from State Street (made through the Operations Agent), each Bank (including State Street in its capacity as a Bank) shall mature, and fund its pro rata share (based upon such Bank’s Commitment Percentage) of the principal amount thereof shall be due and payableof such Swing Line Advance with a Loan, on regardless of (1) the Termination Datesatisfaction 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 by 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 condition (financial or otherwise) of the Borrower, or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Commitments to Lend. (a) 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 Each Revolving Credit Period each Revolving Lender Bank severally agrees, on the terms and conditions set forth in this Agreement, to lend make Committed Revolving Loans to the Borrower 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 by such Revolving Credit Bank at any one time outstanding plus such Revolving Credit Bank’s Revolving Commitment Percentage of Swingline Loans outstanding together with such Revolving Credit Bank’s Revolving 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 of 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, 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 amounts repaid may be reborrowed. (b) Each Term Loan Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Term Loans to the Borrower pursuant to this Section on the Initial Funding Date 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 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 (a) the aggregate outstanding principal amount of Term Loans by such Lender’s Revolving Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities Term Loan Bank at any one time outstanding shall not exceed the amount of such Lender’s Revolving its Term Commitment, and (b) the . The aggregate principal outstanding amount of all Revolving Term Loans and Swing Line Loans plus the Letter of Credit Liabilities to be made hereunder shall not exceed the aggregate Revolving CommitmentsTerm Loan Amount. Each Borrowing under this Section subsection (a) shall be in an aggregate principal amount of at least $10,000,000 2,500,000, or any larger an integral multiple of $1,000,000; 500,000 in excess thereof and each Borrowing of Revolving Loans shall be made from the several Revolving Lenders Term Loan Banks ratably in proportion to their respective Pro Rata Shares of the Revolving CommitmentTerm Commitments. Within the foregoing limits, the Borrower Any amounts repaid may borrow under this Section, repay, or to the extent permitted by Section 2.14, prepay Revolving Loans and reborrow at any time on or prior to the Termination Date under this Section. The Revolving Loans shall mature, and the principal amount thereof shall be due and payable, on the Termination Datenot be reborrowed.

Commitments to Lend. (a) 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 Each Tranche A Lender severally agrees, on the terms and conditions set forth in this Agreement, to lend make loans to the Borrower pursuant to this Section from time to time amounts such during the Revolving Credit Period; provided that (aA) no Tranche A Loan shall be made pursuant to this Section 2.01(a) (other than any Tranche A Loan made pursuant to Section 2.16(e)) at any time when the Total Tranche B Outstanding Amount is less than the Maximum Tranche B Availability and (B) immediately after each such loan is made: (1) the sum of the aggregate outstanding principal amount of such Tranche A Lender’s Revolving Tranche A Loans and plus the aggregate amount of such Tranche A Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities at any one time outstanding LC Exposure shall not exceed its Tranche A Commitment, (2) the Total Tranche A Outstanding Amount shall not exceed the amount of such Lender’s Revolving Commitment, Maximum Tranche A Availability and (biii) the aggregate principal outstanding amount of all Revolving Loans and Swing Line Loans plus the Letter of Credit Liabilities Total Outstanding Amount shall not exceed the aggregate Revolving CommitmentsMaximum Facility Availability. Each Subject to Section 2.02(c), each Borrowing under this Section shall be in an aggregate principal amount of $10,000,000 5,000,000 or any larger multiple of $1,000,000; 1,000,000 (except that (x) any such Borrowing may be in the aggregate amount available within the limitations in the foregoing proviso and each (y) any Base Rate Borrowing of Revolving Loans pursuant to ‎Section 2.16(e) may be in the amount specified therein) and shall be made from the several Revolving Tranche A Lenders ratably in proportion to their respective Pro Rata Shares of the Revolving CommitmentTranche A Commitments. Within the foregoing limits, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.14‎Section 2.11, prepay Revolving Tranche A Loans and reborrow at any time re-borrow under this ‎Section 2.01. (b) Each Tranche B Lender severally agrees, on or prior the terms and conditions set forth in this Agreement, to make loans to the Termination Date Borrower pursuant to this Section from time to time during the Revolving Credit Period; provided that, immediately after each such loan is made: (i) the aggregate outstanding principal amount of such 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 the several Tranche B Lenders ratably in proportion to their respective Tranche B Commitments. Within the foregoing limits, the Borrower may borrow under this Section. The Revolving , repay, or to the extent permitted by ‎Section 2.11, prepay Tranche B Loans shall mature, and the principal amount thereof shall be due and payable, on the Termination Datere-borrow under this ‎Section 2.01.

Commitments to Lend. (a) Subject to the terms and conditions set forth in this Agreement, : (i) each Term Loan Lender of the Tranche A ▇▇▇▇▇ severally agrees to lend make loans to the Borrower its Pro Rata Share of Tranche A Borrowers, and the Term Loan Commitment (each individuallyTranche A Borrowers may borrow, 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 repay 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 and conditions set forth in this Agreement, to lend to the Borrower pursuant to this Section reborrow from time to time during the Revolving Credit Period, upon notice by a Tranche A Borrower to the Administrative Agent given in accordance with Section 2.2(a) hereof such sums as are requested by the Tranche A Borrowers in an aggregate principal amount that will not result (after giving effect to all amounts such that requested) in (a) such Bank’s Tranche A Revolving Credit Exposure exceeding such Bank’s Tranche A Commitment Amount or (b) such Bank’s Revolving Credit Exposure exceeding such Bank’s Commitment Amount; provided, that the aggregate outstanding principal amount of such Lender’s Revolving all Tranche A Loans (after giving effect to all amounts requested) and such Lender’s Pro Rata Share of outstanding Tranche A Swing Line Loans and Letter of Credit Liabilities at any one time outstanding 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 Credit 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 such Lender’s Revolving Commitmentall Tranche B Loans (after giving effect to all amounts requested) and Tranche B Swing Line Advances shall not exceed the Aggregate Tranche B Commitment Amount; provided, and further that in each case (bi) the aggregate principal outstanding amount of all Revolving Tranche A Loans and Swing Line Loans plus the Letter of Credit Liabilities 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 aggregate Revolving Commitmentsprincipal 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 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, $10,000,000 or any larger multiple 500,000, and integral multiples of $1,000,000; 100,000 in excess thereof, and each (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing of Revolving Loans under this Section 2.1(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) Notwithstanding the provisions of clause (a) of this Section 2.1, and subject to the terms and conditions of this Agreement: (i) each Tranche A Swing Line Lender agrees to make a 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 Lenders ratably Credit Period, upon notice by a Tranche A Borrower to the Administrative Agent in proportion accordance with Section 2.2(b), in an aggregate principal amount that will not result (after giving effect to their respective Pro Rata Shares 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 (after giving effect to all amounts requested) in: (a) such Tranche B Swing Line Lender’s Tranche B Swing Line Advances exceeding its Tranche B Swing Line Commitment, (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 of all Tranche B Loans and 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 sum of the total Revolving CommitmentCredit Exposure shall not exceed the total Commitment Amounts. Within All Swing Line Advances shall be made by the foregoing limitsApplicable 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 may borrow under by the Banks pursuant to clause (a) of this SectionSection 2.1. Each Swing Line Advance shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, repay$500,000, or 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 extent permitted date of the advance thereof, (y) Loans are not requested pursuant to clause (a) of this Section 2.1 by Section 2.14, prepay Revolving Loans and reborrow at any time on or such Borrower prior to the Termination Date under this SectionDate, 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 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. The 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) 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 to the 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 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 Rate 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 shall maturewhich 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 amount of its participation (the “Swing Line Participation Amount”), and the principal amount thereof proceeds of such participation shall be due 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 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 payablefunded 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 sufficient to pay the principal of and interest on all applicable Swing Line Advances then due); provided, however, that in the Termination Dateevent that such payment received by such Swing Line Lender is required to be returned, 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) 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 Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to lend make Loans to the Borrower and participate in Letters of Credit issued by the Fronting Bank on behalf of the Banks pursuant to this Section Article II from time to time during the term hereof in amounts such that (a) the aggregate outstanding principal amount of Committed Loans by such Lender’s Revolving Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities Bank at any one time outstanding together with such Bank's pro rata share of the Letter of Credit Usage shall not exceed the amount of such Lender’s Revolving its Commitment, and (b) provided that in no event shall the aggregate principal outstanding amount of all Revolving the Loans then outstanding and Swing Line Loans plus the Letter of Credit Liabilities shall not Usage, exceed the aggregate Revolving CommitmentsLoan Availability. Each Borrowing under this Section 2.1 shall be in an aggregate principal amount of $10,000,000 1,000,000 or any larger an integral multiple of $1,000,000; and each 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 Revolving Loans Credit) and, other than with respect to Money Market Loans, shall be made from the several Revolving Lenders Banks ratably in proportion to their respective Pro Rata Shares of the Revolving CommitmentCommitments. Within the foregoing limits, the Borrower may borrow under this Section, repay, or Subject to the extent permitted by Section 2.14limitations set forth herein, prepay Revolving Loans and reborrow any amounts repaid may be reborrowed. (b) If at any time on or prior the outstanding principal balance of the Loans and the Letter of Credit Usage exceeds the Loan Availability, Borrower shall submit to the Termination Date Administrative Agent, not later than fifteen (15) days following written notice from the Administrative Agent to Borrower (which notice Administrative Agent shall send to the Borrower 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 this SectionSection 5.14 as are necessary so that the outstanding principal balance of the Loans and the Letter of Credit Usage does not exceed the Loan Availability. The Revolving Loans Failure by Borrower to have complied with the foregoing in a timely manner shall matureconstitute an Event of Default without further notice or grace period hereunder. No further Borrowings shall be permitted, and the principal amount 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 other obligations imposed upon it under the Loan Documents during the period of such excess borrowing, nor in any manner condition or impair the Banks' rights thereunder in respect of any such breach thereof shall be due and payable, on the Termination Dateby Borrower.

Commitments to Lend. (a) Subject to the terms and conditions set forth in this Agreement, each Term Loan Lender of the Banks severally agrees to lend make loans denominated in U.S. dollars to the Borrower its Pro Rata Share of Borrowers, and the Term Loan Commitment (each individuallyBorrowers may borrow, 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 repay 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 and conditions set forth in this Agreement, to lend to the Borrower pursuant to this Section 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 up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank’s Tranche A Commitment Amount, and (ii) such sums 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 Tranche B Commitment Amount, provided that (a) the aggregate outstanding principal amount of such Lender’s Revolving all Tranche A Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities at any one time outstanding (after giving effect to all amounts requested) shall not exceed at any time the amount aggregate Tranche A Commitment Amounts of such Lender’s Revolving Commitmentall of the Banks less outstanding Tranche A Swing Line Advances, and (b) the aggregate principal outstanding amount of all Revolving Tranche A Loans and Swing Line Loans plus the Letter of Credit Liabilities 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 Revolving Commitmentsprincipal 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 Bank’s Commitment (minus such Bank’s Commitment Percentage (unadjusted for a Defaulting Bank) of the aggregate principal amount of all Swing Line Advances then outstanding) and (f) 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 “Maximum Amount”) such Borrower 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. Each Borrowing under this Section shall be in an aggregate principal amount of not less than (x) for Tranche A Loans, $10,000,000 or any larger multiple 500,000, and integral multiples of $1,000,000; 100,000 in excess thereof, and each (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing of Revolving Loans 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 (i) a portion of its Tranche A Commitment Amount available by making Loans to any one or more Tranche A Borrowers and (ii) 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 Lenders ratably Credit Period, upon notice by any Borrower to the Administrative Agent in proportion accordance with Section 2.2(b), in an aggregate principal amount at any time outstanding not to their respective Pro Rata Shares exceed the aggregate Tranche A Commitment Amounts or the aggregate Tranche B Commitment Amounts, as applicable, of the Revolving Swing Line Lenders (after giving effect to all Swing Line Advances requested); provided that the aggregate amount of all Loans outstanding from each Swing Line Lender (after giving effect to all Swing Line Advances requested) 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. Within All Swing Line Advances shall be made by the foregoing limitsSwing 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 may borrow under by the Banks pursuant to clause (a) of this Section, repayand (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, or (y) Loans are not requested pursuant to the extent permitted clause (a) of this Section by Section 2.14, prepay Revolving Loans and reborrow at any time on or such Borrower prior to the Termination Date 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 Section. The Revolving Loans shall matureclause (b), and the principal amount thereof Swing Line Lenders’ rights to receive the same, shall be due absolute and payableunconditional 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 Termination DateBusiness 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) 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 to the 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 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 Federal Funds Rate.

Commitments to Lend. (a) Subject to Each Bank severally agrees, on ------------------- the terms and conditions set forth in this Agreementherein, each Term Loan Lender severally agrees to lend make Tranche A Loans 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 and conditions set forth in this Agreement, to lend to the Borrower pursuant to this Section from time to time amounts before the Tranche A Termination Date; provided, -------- that, immediately after each such that (a) Loan is made, the aggregate outstanding principal amount ---- of Tranche A Loans by such Lender’s Revolving Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities at any one time outstanding Bank shall not exceed the amount of such Lender’s Revolving its Tranche A Commitment, and (b) the aggregate principal outstanding amount of all Revolving Loans and Swing Line Loans plus the Letter of Credit Liabilities shall not exceed the aggregate Revolving Commitments. Each Base Rate Borrowing under this Section shall be in an aggregate principal amount of $10,000,000 100,000 or any larger amount (except that any such Borrowing may be in the aggregate amount of the 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 any larger multiple of $1,000,000; 100,000 and each Borrowing of Revolving Loans shall be made from the several Revolving Lenders Banks ratably in proportion to their respective Pro Rata Shares of the Revolving CommitmentTranche A Commitments. Within the foregoing limits, the Borrower may borrow under this Section, repay, or reborrow, and to the extent permitted by Section 2.142.09, prepay Revolving Loans and reborrow Loans, under this Section at 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 Bank severally agrees, on or prior the terms and conditions set forth herein, to make Tranche B Loans to the Borrower from time to time before the Tranche B Termination Date Date; provided, that, immediately after each such Loan is -------- ---- made, the aggregate principal amount of Tranche B Loans 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 (except that any such Borrowing may be in the aggregate amount of the 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. The Revolving Loans shall mature, 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. As of the date of this Agreement, the Tranche B Loans are due 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 thereof shall be due and payable, on of all Loans made by any Bank outstanding at any one time exceed the Termination Datetotal 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) Subject to the terms and conditions set forth in this Credit Agreement, each Term Loan Lender of the Lenders having a Revolving Credit Commitment severally agrees to lend to the Borrower its Pro Rata Share Domestic Borrowers and the Domestic Borrowers may borrow, repay, and reborrow from time to time between the Closing Date and the Revolving Credit Loan Maturity Date upon notice by ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ to the Agent given in accordance with Section 2.6, such sums as are requested by ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ on behalf of the Term Loan Domestic Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender's Revolving Credit Commitment, minus such Lender'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 (each individuallyafter giving effect to all amounts requested), a “Term Loan” andplus the Dollar Equivalent of the sum of the outstanding amount of the Hunter Revolver Loans, collectivelyplus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, plus the “Term Loans”). Subject to Section 2.21, Dollar Equivalent of the Term Loans aggregate face amount of all outstanding Bankers' Acceptances shall be made by not at any time exceed 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 reborrowedTotal Revolving Credit Commitment. (b) During 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 Period 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. Each request for a Revolving Lender severally agrees, on Credit Loan hereunder shall constitute a representation and warranty by the terms and applicable Borrower(s) that the conditions set forth in this Agreement, to lend 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 from time to time amounts such that (a2.1(d) cause the aggregate outstanding principal amount sum of such Lender’s Revolving Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities at any one time outstanding shall not exceed the amount of such Lender’s Revolving Commitment, and (b) the aggregate principal outstanding amount of all Revolving Loans and Swing Line Loans plus the Letter of Credit Liabilities shall not exceed the aggregate Revolving Commitments. Each Borrowing under this Section shall be in an aggregate principal amount of $10,000,000 or any larger multiple Domestic Revolver Loans outstanding plus the aggregate principal amount of $1,000,000; all Swing Line Loans outstanding plus the aggregate Maximum Drawing Amount of all Letters of Credit outstanding and each Borrowing of Revolving Loans shall be made from all Unpaid Reimbursement Obligations plus the several Revolving Lenders ratably in proportion to their respective Pro Rata Shares Dollar Equivalent of the sum of the outstanding amount of the Hunter Revolver Loans plus the Dollar Equivalent of the aggregate face amount of all outstanding Bankers' Acceptances to exceed the Total Revolving Commitment. Within the foregoing limitsCredit Commitment then in effect, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.14, Domestic Borrowers shall immediately prepay Revolving Loans and reborrow at any time on or prior to the Termination Date under this Section. The Revolving Loans shall mature, and the principal amount thereof shall be due and payable, on the Termination Datesuch excess amount.

Commitments to Lend. (a) 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 Period, each Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, to lend make loans to the Borrower pursuant to this Section from time to time in amounts such that (ai) the aggregate outstanding principal amount of such Lender’s Revolving Loans Outstanding Committed Amount shall not exceed its Commitment and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities at any one time outstanding (ii) the Total Outstanding Amount shall not exceed the amount of such Lender’s Total Commitments. Within the foregoing limits, the Borrower may borrow under this Section, prepay Loans to the extent permitted by Section 2.09 and reborrow at any time during the Revolving Commitment, and (b) the aggregate principal outstanding amount of all Revolving Loans and Swing Line Loans plus the Letter of Credit Liabilities shall not exceed the aggregate Revolving CommitmentsPeriod under this Section. Each Borrowing under this Section shall be in an aggregate principal amount of $10,000,000 5,000,000 or any larger multiple of $1,000,000; 1,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02) and each Borrowing of Revolving Loans shall be made from the several Revolving Lenders ratably in proportion to their respective Pro Rata Shares Commitments. (b) The Termination Date may be extended in the manner set forth in this subsection (b) for a period of one year from the Termination Date then in effect provided that (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the representations and warranties contained in this Agreement are true and correct as of such date. If the Borrower wishes to request an extension of the Revolving Commitment. Within the foregoing limitsTermination Date, the Borrower may borrow under this Section, repay, or shall give written notice to that effect to the extent permitted by Section 2.14, prepay Revolving Loans and reborrow at any time on or Administrative Agent not less than 45 nor more than 60 days prior to each anniversary of the Effective Date, whereupon the Administrative 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 Lender not responding to such request within such time period shall be deemed to have responded negatively to such request. The Borrower may request the Lenders that do not elect to extend the Termination Date under this Section. The Revolving Loans shall mature, and the principal amount thereof shall be due and payable, on 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) Subject to the terms and conditions set forth in this Agreement, : (i) each Term Loan Lender of the Tranche A ▇▇▇▇▇ severally agrees to lend make loans to the Borrower its Pro Rata Share of Tranche A Borrowers, and the Term Loan Commitment (each individuallyTranche A Borrowers may borrow, 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 repay 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 and conditions set forth in this Agreement, to lend to the Borrower pursuant to this Section reborrow from time to time during the Revolving Credit Period, upon notice by a Tranche A Borrower to the Administrative Agent given in accordance with Section 2.2(a) hereof such sums as are requested by the Tranche A Borrowers in an aggregate principal amount that will not result (after giving effect to all amounts such that requested) in (a) such Bank’s Tranche A Revolving Credit Exposure exceeding such Bank’s Tranche A Commitment Amount or (b) such Bank’s Revolving Credit Exposure exceeding such Bank’s Commitment Amount; provided, that the aggregate outstanding principal amount of such Lender’s Revolving all Tranche A Loans (after giving effect to all amounts requested) and such Lender’s Pro Rata Share of outstanding Tranche A Swing Line Loans and Letter of Credit Liabilities at any one time outstanding 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 Credit 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 such Lender’s Revolving Commitmentall Tranche B Loans (after giving effect to all amounts requested) and Tranche B Swing Line Advances shall not exceed the Aggregate Tranche B Commitment Amount; provided, and further that in each case (bi) the aggregate principal outstanding amount of all Revolving Tranche A Loans and Swing Line Loans plus the Letter of Credit Liabilities 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 aggregate Revolving Commitmentsprincipal 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 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, $10,000,000 or any larger multiple 500,000, and integral multiples of $1,000,000; 100,000 in excess thereof, and each (y) for Tranche B Loans, $5,000,000, and integral multiples of $1,000,000 in excess thereof. Each Borrowing of Revolving Loans under this Section 2.1(a) shall be made from the several Revolving Lenders ratably Tranche A Banks pro rata in proportion to their respective Pro Rata Shares of accordance with such Bank’s Tranche A Commitment Percentage and from the Revolving Commitment. Within the foregoing limits, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.14, prepay Revolving Loans and reborrow at any time on or prior to the Termination Date under this Section. The Revolving Loans shall mature, and the principal amount thereof shall be due and payable, on the Termination Dateseveral Tranche B Banks pro rata in accordance with such Bank’s Tranche B Commitment Percentage.

Commitments to Lend. (a) Subject to the terms and conditions set forth in this Agreementherein, each Term Loan Lender severally agrees to lend to the Borrower, and the Borrower its Pro Rata Share may borrow, repay and reborrow from time to 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 Term Loan Commitment purposes set forth in Section 6.08(a) hereof (each individuallyeach, a “Term Loan” and, and collectively, the “Term Loans”). Subject , up to Section 2.21, a maximum aggregate amount not to exceed at any time outstanding 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 and conditions set forth in this Agreement, to lend to the Borrower pursuant to this Section from time to time amounts such that (a) the aggregate outstanding principal amount of such LenderL▇▇▇▇▇’s Revolving Loans and such Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities at Commitment Amount; provided, however, that after giving effect to any one time outstanding Borrowing, (i) the Total Outstandings shall not exceed the amount of such Lender’s Revolving CommitmentAggregate Commitment Amount, and (bii) the aggregate principal outstanding amount at such time of all Revolving Loans and Swing Line Loans plus the Letter of Credit Liabilities owing to any Lender shall not exceed such Lender’s Commitment Amount, (iii) the aggregate Revolving Commitmentsamount of the Borrower’s Senior Securities Representing Indebtedness (after giving effect to all amounts requested to be borrowed by the Borrower) shall not exceed at 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 after giving effect to all amounts requested under this Section 2.01. 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 several Revolving Lenders ratably pro rata in proportion to their respective Pro Rata Shares of the Revolving Commitmentaccordance with each Lender’s Commitment Percentage. Within the foregoing limitslimits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.142.01, prepay Revolving Loans under Section 2.05, and reborrow at under this Section 2.01 (provided, however, that Loans of any time on or Terminating Lender prepaid prior to such L▇▇▇▇▇’s Specified Termination Date may be reborrowed prior to the earlier of (x) such Lender’s Specified Termination Date under this Section. The Revolving Loans shall mature, and the principal amount thereof shall be due and payable, on (y) the Termination Date).

Commitments to Lend. (a) 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 Each Tranche A Lender severally agrees, on the terms and conditions set forth in this Agreement, to lend make loans to the Borrower pursuant to this Section from time to time amounts such during the Revolving Credit Period; provided that (aA) no Tranche A Loan shall be made pursuant to this Section 2.01(a) (other than any Tranche A Loan made pursuant to Section 2.16(e)) at any time when the Total Tranche B Outstanding Amount is less than the Maximum Tranche B Availability and (B) immediately after each such loan is made: (1) (1) the sum of the aggregate outstanding principal amount of such Tranche A Lender’s Revolving Tranche A Loans and plus the aggregate amount of such Tranche A Lender’s Pro Rata Share of outstanding Swing Line Loans and Letter of Credit Liabilities at any one time outstanding LC Exposure shall not exceed its Tranche A Commitment, (2) (2) the Total Tranche A Outstanding Amount shall not exceed the amount of such Lender’s Revolving Commitment, Maximum Tranche A Availability and (biii3) the aggregate principal outstanding amount of all Revolving Loans and Swing Line Loans plus the Letter of Credit Liabilities Total Outstanding Amount shall not exceed the aggregate Revolving CommitmentsMaximum Facility Availability. Each Subject to Section 2.02(c), each Borrowing under this Section shall be in an aggregate principal amount of $10,000,000 5,000,000 or any larger multiple of $1,000,000; 1,000,000 (except that (x) any such Borrowing may be in the aggregate amount available within the limitations in the foregoing proviso and each (y) any Base Rate Borrowing of Revolving Loans pursuant to Section 2.16(e) may be in the amount specified therein) and shall be made from the several Revolving Tranche A Lenders ratably in proportion to their respective Pro Rata Shares of the Revolving CommitmentTranche A Commitments. Within the foregoing limits, the Borrower may borrow under this Section, repay, or to the extent permitted by Section 2.142.11, prepay Revolving Tranche A Loans and reborrow at any time re-borrow under this Section 2.01. (b) Each Tranche B Lender severally agrees, on or prior the terms and conditions set forth in this Agreement, to make loans to the Termination Date Borrower pursuant to this Section from time to time during the Revolving Credit Period; provided that, immediately after each such loan is made: (i) the aggregate outstanding principal amount of such 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 the several Tranche B Lenders ratably in proportion to their respective Tranche B Commitments. Within the foregoing limits, the Borrower may borrow under this Section. The Revolving , repay, or to the extent permitted by Section 2.11, prepay Tranche B Loans shall mature, and the principal amount thereof shall be due and payable, on the Termination Datere-borrow under this Section 2.01.