Common use of Commitments Clause in Contracts

Commitments. Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: (a) Each , each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to the Borrower in Dollars from time to time during the Certain Funds Availability Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of that will not result in (a) such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. Revolving Credit Exposure exceeding such Lender’s Commitment or (cb) Upon the conversion sum of the Bridge Term total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans into Rollover Loansshall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall cancel constitute Revolving Loans hereunder) agrees to purchase, on its records a principal amount the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the Bridge Term aggregate Revolving Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by Restatement Effective Date. Within the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is foregoing limits and subject to the following terms and conditions being satisfied: (i) at set forth herein, the time of any such conversionBorrower may borrow, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers prepay and the Lenders shall have been paid in fullreborrow Revolving Loans.

Commitments. Subject to the terms and conditions set forth herein: , each Lender severally agrees (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan “tranche A” term loan to the Borrower during on the Certain Funds Period Effective Date in a principal amount not to exceed exceeding its Bridge Tranche A Term Loan Commitment. , (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually make a “Rollover Loantranche B” and collectively, the “Rollover Loans”) by term loan to the Borrower on the Bridge Effective Date in a principal amount not exceeding its Tranche B Term Loan Maturity Date Commitment and (c) to make revolving credit loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount equal that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment; provided that the aggregate principal amount of Revolving Loans made on the Effective Date shall not exceed $10,000,000. All Loans shall be denominated in dollars. Within the foregoing limits and subject to the then outstanding terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. The Tranche A Term Loans funded on the Effective Date will be funded with original issue discount and the Tranche B Term Loans funded on the Effective Date will be funded with original issue discount (it being agreed that the Borrower shall be obligated to repay 100% of the principal amount of each such Term Loans and interest shall accrue on 100% of the principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined , in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(bcase as provided herein). Amounts repaid or prepaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender and each Fronting Bank (as applicable) agrees, severally and not jointly, as follows: (ai) Each each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Credit Loans to the Borrower during at any time and from time to time until the Certain Funds Period Commitment Termination Date of such Lender up to the amount of such Lender’s Available Commitment; (ii) each Fronting Bank agrees to issue Letters of Credit for the account of the Borrower at any time and from time to time until such Fronting Bank’s Fronting Bank Termination Date in a principal an aggregate stated amount at any time outstanding not to exceed its Bridge Term Loan such Fronting Bank’s LC Fronting Bank Commitment; and (iii) each Lender agrees to purchase participations in such Letters of Credit as more fully set forth in Section 2.17. Notwithstanding the foregoing, at no time shall (A) the aggregate amount of Outstanding Credits exceed the Total Commitment, (B) any Lender’s Outstanding Credits exceed the amount of such Lender’s Commitment and (C) any Fronting Bank make any Extension of Credit relating to a Letter of Credit if such Extension of Credit would cause (x) the aggregate amount of Outstanding Credits to exceed the Total Commitment or (y) the aggregate LC Outstandings relating to such Fronting Bank to exceed such Fronting Bank’s LC Fronting Bank Commitment. (b) Subject to satisfaction of Within the conditions set forth in Section 2.01(e)foregoing limits, the BorrowerBorrower may borrow, pay or prepay Revolving Credit Loans and each Lender, severally request new Extensions of Credit on and not jointly, agree that if after the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” date hereof and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal prior to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing latest Commitment Termination Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following terms, conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fulllimitations set forth herein.

Commitments. Subject to the terms and conditions set forth herein: (a) Each each Initial Term Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Initial Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by Dollars to the Borrower on the Bridge Term Loan Maturity Closing Date in an aggregate principal amount equal to such Initial Term Lender’s Initial Term Loan Commitment, (b) each Revolving Facility Lender agrees, severally and not jointly, to make Revolving Facility Loans to the then outstanding Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Revolving Facility Lender’s Revolving Facility Credit Exposure of such Class exceeding such Revolving Facility Lender’s Bridge Term Revolving Facility Commitment of such Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class. Revolving Facility Loans may be Standard Revolving Loans or Sustainability Loans, as elected by the Borrower. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13.Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the Borrower, in an aggregate principal amount not to exceed its records a principal Incremental Commitment, and (d) the full amount of the Bridge Initial Term Loans held by must be drawn in a single drawing on the Closing Date and amounts of such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Initial Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with borrowed under Section 2.01(b). Amounts 2.01(a) that are repaid in respect of Rollover Loans or prepaid may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein:forth, (ai) Each each Lender having an Initial Tranche B-1 Term Loan Commitment made a loan or loans (each an “Initial Tranche B-1 Term Loan”) on the Original Closing Date to the Borrower in Dollars, which Initial Tranche B-1 Term Loans did not exceed for any such Lender the Initial Tranche B-1 Term Loan Commitment of such Lender and in the aggregate equaled (after giving effect to this amendment and restatement) $4,438,222,222.22; (ii) each Lender having an Initial Tranche B-2 Term Loan Commitment made a loan or loans (each an “Initial Tranche B-2 Term Loan”) on the Original Closing Date to the Borrower in Dollars, which Initial Tranche B-2 Term Loans did not exceed for any such Lender the Initial Tranche B-2 Term Loan Commitment of such Lender and in the aggregate equaled (after giving effect to this amendment and restatement) $4,336,777,777.78; (iii) each Lender having an Initial Tranche B-3 Term Loan Commitment made a loan or loans (each an “Initial Tranche B-3 Term Loan”) on the Original Closing Date to the Borrower in Dollars, which Initial Tranche B-3 Term Loans did not exceed for any such Lender the Initial Tranche B-3 Term Loan Commitment of such Lender and in the aggregate equaled $3,000,000,000; (iv) each Lender having a Bridge Delayed Draw Term Loan Commitment severally agrees to make a Bridge loan or loans (each a “Delayed Draw Term Loan”) at any time and from time to time prior to the Delayed Draw Term Loan Commitment Termination Date to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such LenderDollars, which corresponding principal amount of the Bridge Delayed Draw Term Loans shall be satisfied by not exceed for any such Lender the conversion Delayed Draw Term Loan Commitment of such Bridge Term Loans into Rollover Loans Lender and in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may the aggregate did not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Defaultexceed $225,000,000; and (iiv) all fees due each Lender having an Euro Tranche Term Loan Commitment made a loan or loans (each a “Euro Tranche Term Loan”) on the Original Closing Date to the Joint Lead Arrangers Borrower in Euro, which Euro Tranche Term Loan did not exceed for any such Lender the Euro Tranche Term Loan Commitment of such Lender and in the Lenders shall have been paid in full.aggregate did not exceed €709,219,858.16. On the Amendment Effective Date and effective as of the Original Closing Date:

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Revolving Lender having a Bridge Term Loan Commitment severally agrees to make revolving credit loans denominated in Dollars (each such loan, a Bridge Term Loan “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Certain Funds Period Availability Period, in a principal an aggregate amount not to exceed its Bridge at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term Loan CommitmentSOFR Loans, as further provided herein. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the Borrower, and each Lender, Term Lender severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (agrees to make a Rollover Conversion”) into a single loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on the Bridge Term Loan Maturity Restatement Effective Date in an aggregate principal amount equal not to the then outstanding principal amount of exceed such Term Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. Commitment; provided, however, that after giving effect to any such Term Borrowing, (cx) Upon the conversion aggregate Outstanding Amount of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge all Term Loans shall be satisfied by not exceed the conversion Term Facility and (y) the Outstanding Amount of such Bridge all Term Loans into Rollover made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans in accordance with Section 2.01(b). Amounts that are repaid in respect of Rollover Loans or prepaid may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge . Term Loans into Rollover may be Base Rate Loans, Daily SOFR Loans is subject to the following conditions being satisfied: (i) at the time of any such conversionor Term SOFR Loans, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullas further provided herein.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment , the Issuer hereby agrees to make a Bridge issue and sell to each Holder and (i) each Term Loan Holder severally, and not jointly, agrees to purchase from the Issuer the Initial Term Notes to the Borrower during Issuer on the Certain Funds Period Closing Date in Dollars in a principal amount not to exceed its Bridge Initial Term Loan CommitmentNote Commitment and (ii) each Variable Note Holder severally, and not jointly, agrees to purchase from the Issuer the Variable Notes to the Issuer at any time and from time to time on and after the Closing Date, and until the earlier of the Variable Note Maturity Date and the termination of the Variable Note Commitment of such Variable Note Holder in accordance with the terms hereof, in Dollars or one or more Alternative Currencies, provided that (i) after giving effect to any Borrowing of Variable Notes, the Dollar Equivalent of the Outstanding Amount of such Variable Note Holder’s Variable Note Exposure shall not exceed such Variable Note Holder’s Variable Note Commitment and (ii) after giving effect to any Borrowing of Variable Notes in an Alternative Currency, the Dollar Equivalent of the Outstanding Amount of all Variable Note denominated in such Alternative Currency shall not exceed the applicable Alternative Currency Sublimit. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, the Issuer may borrow, pay or prepay and reborrow Variable Notes. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid paid or prepaid in respect of Rollover Loans the Term Notes may not be reborrowed. (c) The failure of any Holder to purchase its Note shall not relieve any other Holder of its obligation to purchase its Note, but no Holder shall be responsible for the failure of any other Holder to purchase such other Holder’s Note. (d) For the avoidance of doubtThe Administrative Agent, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) each Holder, shall record in its records the date and amount of each Note and each repayment thereof. The ability aggregate unpaid principal amount so recorded shall be rebuttably presumptive evidence of the Borrower principal amount of the Notes outstanding. The failure to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of so record any such conversionamount or any error in so recording any such amount shall not, there shall exist no Event however, limit or otherwise affect the Obligations of Default the Issuer or event thatNote Party hereunder or under any Note to repay the principal amount of the Notes hereunder, together with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullinterest accruing thereon.

Commitments. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Loans to the Borrower from time to time during the Commitment Period, and to purchase undivided interests and participations in Facility LCs in accordance with subsection 2.16 hereof, in an aggregate principal amount of Loans made by such Lender and of such Lender’s Ratable Share of the Facility L/C Obligations not to exceed at any time outstanding the amount set forth in Schedule 1 hereto (such Lender’s obligations to make Revolving Credit Loans and to purchase undivided interests and participations in Facility L/Cs in accordance with subsection 2.16 hereof in such amounts, as reduced, increased or otherwise modified from time to time pursuant to the terms of this Agreement, being herein referred to as such Lender’s “Commitment”), subject to the limitations set forth in subsection 2.1(b) hereof. (b) The aggregate amount of Borrowing Base Indebtedness at any one time outstanding may not exceed the Borrowing Base, and no Revolving Credit Loan (or Swingline Loan) shall be made, nor shall any Facility L/C be issued, that would have the effect of increasing the then outstanding amount of the Borrowing Base Indebtedness to an amount exceeding such Borrowing Base, provided that a Revolving Credit Loan shall not be deemed to have increased the amount of the Borrowing Base Indebtedness if, and only to the extent that, the proceeds of such Revolving Credit Loan are immediately used to repay a Swingline Loan. (c) No Revolving Credit Loans shall be made at any time that any Swingline Loan is outstanding, except for Revolving Credit Loans that are used, on the day on which made, to repay in full the outstanding principal balance of the Swingline Loans. During the Commitment Period and as long as no Default or Event of Default exists, Borrower may borrow, prepay in whole or in part and reborrow Revolving Credit Loans, all in accordance with the terms and conditions hereof. (d) Subject to the terms and conditions set forth herein: of this Agreement (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to including the Borrower during limitations on the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction availability of Eurodollar Rate Loans and including the termination of the conditions Aggregate Commitment as set forth in Section 2.01(e9 hereof), the BorrowerRevolving Credit Loans may from time to time be (i) Eurodollar Rate Loans, (ii) ABR Loans, or (iii) a combination thereof, as determined by Borrower and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal notified to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined Agent in accordance with Section 2.13. subsection 2.3 hereof, provided (ca) Upon that no Revolving Credit Loan shall be made as a Eurodollar Rate Loan after the conversion day that is one month prior to the last day of the Bridge Term Loans into Rollover LoansCommitment Period, each Lender shall cancel on its records a principal amount and (b) that the maximum number of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall Tranches that may be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover outstanding at any one time as Revolving Credit Loans may not be reborrowedexceed eight in the aggregate. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: (a) Each , each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to the Borrower Borrowers from time to time during the Certain Funds Availability Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the then outstanding foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such Lender’s Bridge Term Loanstime. Rollover Loans The Borrowing Base will bear interest at be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a rate determined compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 2.13. (c5.01(j) Upon hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the conversion Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Bridge Term Loans into Rollover LoansAdministrative Agent shall, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in good faith and in accordance with Section 2.01(bits customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For Subject to the avoidance of doubtforegoing and within the foregoing limits, the Joint Lead Arrangers Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the Lenders that are Affiliates of date hereof through the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is Availability Period, subject to the following conditions being satisfied: terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (i) at the time of any such conversionin each case, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due after giving effect to the Joint Lead Arrangers and application of the Lenders shall have been paid in fullproceeds of such Loan).

Commitments. Subject (a) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees in this Agreement, to make a Bridge Term Loan loans to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e)each such loan, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Revolving Loan” and collectively, the “Rollover Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Facility Termination Date. (b) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the Bridge Term Loan Maturity terms and conditions set forth in this Agreement, to participate in Facility LCs issued upon the request of the Borrower, provided that after giving effect to the issuance of each such Facility LC, such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.18. (c) From and including the Closing Date to but excluding the Facility Termination Date, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount equal to at any time outstanding not exceeding the then outstanding principal amount of such Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Bridge Term Loans. Rollover Loans will bear interest Outstanding Credit Exposure would exceed its Commitment at a rate determined in accordance with Section 2.13. (c) Upon the conversion such time, provided that no Advance of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Swingline Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubtmade if, immediately after giving effect thereto, the Joint Lead Arrangers Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Lenders Swingline Lender shall not make any Swingline Loan if any Lender is at that are Affiliates time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Joint Lead Arrangers shall be entitled Swingline Lender (in addition its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Borrower) to enforce Defaulting Lender arising from either the obligations of any Lender that has not made its share of the Loans Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by it available means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Swingline Loans at any time prior to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of Facility Termination Date, provided that the Borrower may not borrow Swingline Loans the proceeds of which are used to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullrepay outstanding Swingline Loans.

Commitments. (a) Subject to the terms and conditions set forth herein: , each Lender (aacting through any of its branches or affiliates) Each Lender having a Bridge Term Loan Commitment severally, but not jointly, agrees to make a Bridge Term Loan Loans (other than Swingline Loans which shall be governed by Section 2.09) in U.S. dollars to the Borrower from time to time during the Certain Funds Availability Period in a an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (ii) the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to exceed its Bridge Term Loan Commitmentthe terms and conditions set forth herein, the Borrower may borrow, repay and reborrow the Loans. (b) Subject to satisfaction of On the terms and conditions set forth in Section 2.01(e)herein, upon the BorrowerEffective Date (i) the Pre-Petition Loans held by the Pre-Petition Lenders which are also Lenders (or Affiliates of Lenders) hereunder shall be automatically substituted and exchanged for (and repaid by) Loans hereunder on a dollar-for-dollar basis (and such Pre-Petition Loans shall be deemed refinanced on the Effective Date, and each Lender, severally shall constitute and not jointly, agree that if be deemed to be Loans hereunder as of such date) and (ii) the Bridge Term DIP Loans have not been held by the DIP Lenders which are also Lenders (or Affiliates of Lenders) hereunder shall be automatically substituted and exchanged for (and repaid in full by) Loans hereunder on a dollar-for-dollar basis (and such DIP Loans shall be deemed refinanced on the Bridge Term Loan Maturity Effective Date, and shall constitute and shall be deemed to be Loans for all purposes hereunder and under the then outstanding principal amount other Loan Documents as of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted date) (a Rollover Conversion”the loans in clause (i) into a loan and clause (individually a “Rollover Loan” and ii) collectively, the “Rollover Existing Loans”) by ). Without limiting the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of foregoing, such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Existing Loans shall be satisfied by allocated among the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Lenders based on each Lender’s Applicable Percentage. Amounts repaid in respect of Rollover Loans may not be reborrowed. The parties hereto acknowledge and agree that on the Effective Date, any accrued and unpaid interest (d) For other than, for the avoidance of doubt, the Joint Lead Arrangers Specified Default Interest (as defined in the Prepackaged Plan) and fees due in respect of the DIP Loans, the Pre-Petition Loans and the Lenders that are Affiliates Existing Letters of the Joint Lead Arrangers Credit) shall be entitled (in addition deemed to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lenderconstitute Indebtedness. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein: (a) Each forth, each Revolving Credit Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lenderagrees, severally and not jointly, agree that if to make Revolving Credit Loans to any Borrower, at any time and from time to time on or after the Bridge Term Loans have not been repaid in full on Closing Date and until the Bridge Term Loan Maturity Date, earlier of the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount equal to at any time outstanding that will not result in such Lender’s Revolving Credit Exposure exceeding the then outstanding principal amount lesser of such Lender’s Bridge Term Revolving Credit Commitment and such Lender’s Pro Rata Percentage of the Borrowing Base. Within the limits of the foregoing, and subject to the terms, conditions and limitations otherwise set forth herein, each Borrower may borrow, pay or prepay and reborrow Revolving Credit Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (cb) Upon The Administrative Agent shall be authorized, in its discretion, at any time that any conditions in Section 4.02 are not satisfied, to make Revolving Credit Loans in Dollars that are ABR Loans (any such Revolving Credit Loans made pursuant to this Section 2.01(b), “Protective Loans”) in an aggregate amount not to exceed $10,000,000 at any time outstanding, if the conversion Administrative Agent reasonably deems such Protective Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations; provided that no Protective Loan shall continue outstanding for more than 90 consecutive days (and no further Protective Loan may be made for at least five consecutive days after the repayment by the Borrowers of any outstanding Protective Loans). Protective Loans shall constitute Revolving Credit Loans and Obligations secured by the Collateral and shall be entitled to all of the Bridge Term Loans into Rollover Loansbenefits of the Loan Documents. Immediately upon the making of a Protective Loan, each Revolving Credit Lender shall cancel be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent a risk participation in such Protective Loan in an amount equal to such Lender’s Pro Rata Percentage of such Protective Loan. From and after the date, if any, on which any Lender is requested by the Administrative Agent to fund, and has funded its records a principal amount of participation in any Protective Loan purchased hereunder, the Bridge Term Loans held by such Lender corresponding Administrative Agent shall promptly distribute to the principal amount of Rollover Loans issued by such Lender, which corresponding such Lender’s Pro Rata Percentage of all payments of principal amount and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Loan (and prior to such date, all payments on account of the Bridge Term Protective Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available payable to the Administrative Agent on solely for its own account). The Supermajority Lenders may at any time revoke the Closing Date Administrative Agent’s authority to make further Protective Loans by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Loan is appropriate shall be conclusive. In no event shall Protective Loans cause any Lender’s Revolving Credit Exposure to exceed such Lender’s Revolving Credit Commitment. Protective Loans shall be payable by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded applicable Borrower on behalf of such Lenderdemand. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth: (ai) Each each Revolving Loan Lender having a Bridge Term Loan Commitment severally agrees to make a Bridge Revolving Loans to the Borrowers at any time and from time to time from the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Commitment; (ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrower during Borrowers on the Certain Funds Period Closing Date, in a an aggregate principal amount not to exceed its Bridge the amount of such Lender’s Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment. (b) Subject to satisfaction of Notwithstanding the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender’s Bridge Term Lender shall automatically and permanently be reduced to zero on the Revolving Loan shall immediately after such latest specified time for paymentCommitment Termination Date. Within the foregoing limits and subject to the terms, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” provisions and collectivelylimitations set forth herein, the “Rollover Borrowers may borrow, repay and reborrow Revolving Loans”, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) by the Borrower on the Bridge Term Loan Maturity Date in an The aggregate principal amount equal to of Term Loan A made on the then outstanding Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, Loan A which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts is repaid in respect of Rollover Loans or prepaid may not be reborrowed. (diii) For the avoidance The aggregate principal amount of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not Term Loan B made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by shall not exceed the time set forth in Section 2.03 to the extent the Joint Lead Arrangers Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or their affiliates have funded on behalf of such Lenderprepaid may not be reborrowed. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: , (ai) Each each Daylight Term Lender having a Bridge Term Loan Commitment agrees to make a Bridge Daylight Term Loan Loans to the Borrower during on the Certain Funds Period Closing Date in Dollars in a principal amount not to exceed its Bridge Daylight Term Loan Commitment, (ii) each Initial Term Lender severally, and not jointly, agrees to make Initial Term Loans to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (iii) each Revolving Lender severally, and not jointly, agrees to make Initial Revolving Loans to the Revolving Borrower in Dollars at any time and from time to time during the Availability Period; provided that, (i) the Outstanding Amount of Initial Revolving Loans to be made on the Closing Date shall not exceed $25,000,000 plus the sum of any amounts drawn and used for (A) working capital needs in the ordinary course of business and (B) the payment of Transaction Costs and (ii) after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Credit Exposure shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and re-borrow Revolving Loans. Amounts paid or prepaid in respect of the Daylight Term Loans and the Initial Term Loans may not be re-borrowed. (b) Subject to satisfaction the terms and conditions of the conditions set forth in Section 2.01(e)this Agreement and any applicable Refinancing Amendment, the BorrowerExtension Amendment or Incremental Facility Amendment, and each LenderLender with an Additional Commitment of a given Class, severally and not jointly, agree that if the Bridge Term agrees to make Additional Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition Class to the Borrower) to enforce the obligations of , which Loans shall not exceed for any such Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any incurrence thereof the Additional Commitment of such conversionClass of such Lender as set forth in the applicable Refinancing Amendment, there shall exist no Event of Default Extension Amendment or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullIncremental Facility Amendment.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender and each Fronting Bank (as applicable) agrees, severally and not jointly, as follows: (ai) Each each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Loans to the Borrower during at any time and from time to time until the Certain Funds Period Commitment Termination Date up to the amount of such Lender’s Available Commitment, (ii) each Fronting Bank agrees to issue Letters of Credit for the account of the Borrower at any time and from time to time until the fifth Business Day preceding the Commitment Termination Date in a principal an aggregate stated amount at any time outstanding not to exceed its Bridge Term Loan such Fronting Bank’s LC Fronting Bank Commitment, and (iii) each Lender agrees to purchase participations in such Letters of Credit as more fully set forth in Section 2.17. Notwithstanding the foregoing, at no time shall (A) the aggregate amount of Outstanding Credits exceed the aggregate amount of the Lenders’ Commitments, (B) any Lender’s Outstanding Credits exceed the amount of such Lender’s Commitment and (C) any Fronting Bank make any Extension of Credit relating to a Letter of Credit if such Extension of Credit would cause (x) the aggregate amount of Outstanding Credits to exceed the aggregate amount of the Lenders’ Commitments or (y) the aggregate LC Outstandings relating to such Fronting Bank to exceed such Fronting Bank’s LC Fronting Bank Commitment. (b) Subject to satisfaction of Within the conditions set forth in Section 2.01(e)foregoing limits, the BorrowerBorrower may borrow, pay or prepay Loans and each Lender, severally request new Extensions of Credit on and not jointly, agree that if after the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” date hereof and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal prior to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Commitment Termination Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following terms, conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fulllimitations set forth herein.

Commitments. Subject to the terms and conditions set forth herein: , (ai) Each each Revolving A Lender having a Bridge Term Loan Commitment severally agrees to make a Bridge Term Loan Revolving A Loans denominated in Dollars or an Alternative Currency to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e)or, the Borrowerif applicable, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) any Additional Borrower as elected by the Borrower pursuant to Section 2.03 from time to time, on any Business Day during the Bridge Term Loan Maturity Date Revolving Availability Period, in an aggregate principal amount equal Outstanding Amount that will not result in such Revolving A Lender’s Revolving A Exposure exceeding such Revolving A Lender’s Revolving A Commitment or the aggregate Outstanding Amount of Revolving Loans denominated in Alternative Currencies exceeding the Alternative Currency Sublimit and (ii) each Revolving B Lender severally agrees to make Revolving B Loans denominated in Dollars or an Alternative Currency to the then outstanding principal amount of Borrower or, if applicable, an Additional Borrower, as elected by the Borrower pursuant to Section 2.03 from time to time, on any Business Day during the Revolving Availability Period, in an aggregate Outstanding Amount that will not result in such Revolving B Lender’s Bridge Term LoansRevolving B Exposure exceeding such Revolving B Lender’s Revolving B Commitment or the aggregate Outstanding Amount of Revolving Loans denominated in Alternative Currencies exceeding the Alternative Currency Sublimit. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon Within the conversion limits of the Bridge Term Loans into Rollover Loanseach Revolving Lender’s Revolving Commitment, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following other terms and conditions being satisfied: (i) at hereof, the time of any such conversionBorrower may borrow, there shall exist no Event of Default prepay, and reborrow Revolving Loans. Revolving Loans denominated in Dollars may be ABR Loans or event thatEurocurrency Loans, with notice and/or lapse of timeas further provided herein, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid Revolving Loans denominated in fullAlternative Currencies must be Eurocurrency Loans, as further provided herein.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein:forth, (ai) Each each Lender having an Initial Tranche B-1 Term Loan Commitment made a loan or loans (each an “Initial Tranche B-1 Term Loan”) on the Original Closing Date to the Borrower in Dollars, which Initial Tranche B-1 Term Loans did not exceed for any such Lender the Initial Tranche B-1 Term Loan Commitment of such Lender and in the aggregate equaled (after giving effect to this amendment and restatement) $4,438,222,222.22; (ii) each Lender having an Initial Tranche B-2 Term Loan Commitment made a loan or loans (each an “Initial Tranche B-2 Term Loan”) on the Original Closing Date to the Borrower in Dollars, which Initial Tranche B-2 Term Loans did not exceed for any such Lender the Initial Tranche B-2 Term Loan Commitment of such Lender and in the aggregate equaled (after giving effect to this amendment and restatement) $4,336,777,777.78; (iii) each Lender having an Initial Tranche B-3 Term Loan Commitment made a loan or loans (each an “Initial Tranche B-3 Term Loan”) on the Original Closing Date to the Borrower in Dollars, which Initial Tranche B-3 Term Loans did not exceed for any such Lender the Initial Tranche B-3 Term Loan Commitment of such Lender and in the aggregate equaled $3,000,000,000; (iv) each Lender having a Bridge Delayed Draw Term Loan Commitment severally agrees to make a Bridge loan or loans (each a “Delayed Draw Term Loan”) at any time and from time to time prior to the Delayed Draw Term Loan Commitment Termination Date to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such LenderDollars, which corresponding principal amount of the Bridge Delayed Draw Term Loans shall be satisfied by not exceed for any such Lender the conversion Delayed Draw Term Loan Commitment of such Bridge Term Loans into Rollover Loans Lender and in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may the aggregate did not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Defaultexceed $225,000,000; and (iiv) all fees due each Lender having an Euro Tranche Term Loan Commitment made a loan or loans (each a “Euro Tranche Term Loan”) on the Original Closing Date to the Joint Lead Arrangers Borrower in Euro, which Euro Tranche Term Loan did not exceed for any such Lender the Euro Tranche Term Loan Commitment of such Lender and in the aggregate did not exceed €709,219,858.16. On the Amendment Effective Date and effective as of the Original Closing Date: (A) the Borrower and the Lenders effected a reallocation of Initial Tranche B-1 Term Loan Commitments and Initial Tranche B-2 Term Loan Commitments such that (I) the Initial Tranche B-1 Term Loan Commitments shall have been paid in full.be amended to be the respective amounts set forth opposite each Lender’s name on Schedule 1.1(c) hereto; and (II) the Initial Tranche B-2 Term Loan Commitments shall be amended to be the respective amounts set forth opposite each Lender’s name on Schedule 1.1(c) hereto; and (B) the Euro Tranche Term Loan Commitments were amended to be subdivided into Euro Tranche B-1 Term Loan Commitments (which loans thereunder are herein referred to as the

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Dollar Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to the Borrower denominated in Dollars (each such Loan, a “Dollar Revolving Loan”) from time to time during the Certain Funds Availability Period in a an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure under the Dollar Commitments exceeding such Lender’s Dollar Commitment or (ii) the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to exceed its Bridge Term Loan Commitmentthe terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Dollar Revolving Loans. (b) Subject to satisfaction of the terms and conditions set forth herein, each Euro Lender agrees to make Revolving Loans to the Borrower denominated in Section 2.01(e)Euros (each such Loan, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion“Euro Revolving Loan”) into a loan (individually a “Rollover Loan” and collectively, from time to time during the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal to that will not result in (i) the then outstanding principal amount Dollar Amount of such Lender’s Bridge Term Euro Revolving Loans exceeding such Lender’s Euro Commitment, (ii) the total Revolving Credit Exposures exceeding the total Dollar Commitments or (iii) the Dollar Amount of Euro Revolving Loans exceeding the applicable Alternative Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Euro Revolving Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon Subject to the conversion of the Bridge Term Loans into Rollover Loansterms and conditions set forth herein, each Sterling Lender shall cancel on its records agrees to make Revolving Loans to the Borrower denominated in Sterling (each such Loan, a “Sterling Revolving Loan”) from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the Dollar Amount of such Lender’s Sterling Revolving Loans exceeding such Lender’s Sterling Commitment, (ii) the Bridge Term total Revolving Credit Exposures exceeding the total Dollar Commitments or (iii) the Dollar Amount of Sterling Revolving Loans held by such Lender corresponding exceeding the applicable Alternative Currency Sublimit. Within the foregoing limits and subject to the principal amount of Rollover Loans issued by such Lenderterms and conditions set forth herein, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans Borrower may not be reborrowedborrow, prepay and reborrow Sterling Revolving Loans. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition Subject to the Borrower) terms and conditions set forth herein, each Yen Lender agrees to enforce the obligations of any Lender that has not made its share of the make Revolving Loans to be made by it available the Borrower denominated in Yen (each such loan, a “Yen Revolving Loan”) from time to time during the Administrative Agent on Availability Period in an aggregate principal amount that will not result in (i) the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf Dollar Amount of such Lender’s Yen Revolving Loans exceeding such Lender’s Yen Commitment, (ii) the total Revolving Credit Exposures exceeding the total Dollar Commitments or (iii) the Dollar Amount of Yen Revolving Loans exceeding the applicable Alternative Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Yen Revolving Loans. (e) The ability Notwithstanding any other provision of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject this Agreement to the following conditions being satisfiedcontrary: (i) at The Lenders shall not be required to make any Revolving Loans or Swingline Loans hereunder or issue any Letter of Credit if, after giving effect thereto, the time Revolving Credit Exposure of any Dollar Lender would exceed such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of DefaultDollar Lender’s Dollar Commitment (unless such Dollar Lender consents thereto); and (ii) all fees due At the election of the Borrower and the Administrative Agent, Dollar Revolving Loans shall be made on the ratable basis of Available Dollar Commitments (rather than on the basis of Dollar Commitments) of the Dollar Lenders in the event that the Dollar Lenders have disproportionate commitments to the Joint Lead Arrangers and Euro Facility, the Sterling Facility or the Yen Facility. In such event the Administrative Agent may also advise the Lenders shall have been paid of changes as it may determine in fullthe borrowing and payment provisions herein in order to provide maximum availability of the Dollar Commitments to the Borrower and generally ratable treatment of the Lenders.

Commitments. Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees (other than the Swingline Lender) severally agrees, subject to and on the terms and conditions of this Agreement, to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. loans (b) Subject to satisfaction of the conditions set forth in Section 2.01(e)each, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Revolving Loan,” and collectively, the “Rollover Revolving Loans”) by to the Borrower Borrower, from time to time on any Business Day during the Bridge Term Loan Maturity period from and including the Closing Date to but not including the Termination Date, in an aggregate principal amount equal to the then at any time outstanding principal amount of not greater than its Revolving Commitment at such time, provided that no Revolving Borrowing shall be made at any time, if, immediately after giving effect thereto, (a) such Lender’s Bridge Term Revolving Credit Exposure would exceed such Lender’s Revolving Commitment or (b) the sum of the aggregate Revolving Credit Exposures of all Lenders would exceed the Aggregate Revolving Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (cb) Upon the conversion of the Bridge Term Loans into Rollover Loans, each The Swingline Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding agrees to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover make Swingline Loans in accordance with Section 2.01(b). Amounts repaid 2.21, and each Lender agrees to make Revolving Loans or purchase a participation interest in respect of Rollover the Swingline Loans may not in accordance with Section 2.21; provided that no Swingline Loan shall be reborrowed. (d) For the avoidance of doubtmade at any time, if, immediately after giving effect thereto, the Joint Lead Arrangers and the Lenders that are Affiliates sum of the Joint Lead Arrangers shall be entitled (in addition aggregate Revolving Credit Exposures of all Lenders would exceed the Aggregate Revolving Commitments at such time. Subject to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent and on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf terms and conditions of such Lender. (e) The ability of this Agreement, the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversionmay borrow, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers repay and the Lenders shall have been paid in fullreborrow Swingline Loans.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein: (a) Each forth, each Lender having a Bridge an Initial Term Loan Commitment severally agrees to make a Bridge Initial Term Loan Loans denominated in Dollars to the Borrower during on the Certain Funds Period Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,590,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) [Reserved]. (c) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally and not jointly agrees to make Revolving Credit Loans denominated in Dollars to the Borrower from its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of at any time outstanding the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Revolving Credit Lender’s Bridge Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date of such Revolving Credit Commitment, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans that are Revolving Credit Loans. Rollover ; provided that all Revolving Credit Loans will bear interest at a rate determined made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with Section 2.13. the provisions hereof, (cD) Upon shall not, for any Lender at any time, after giving effect thereto and to the conversion application of the Bridge Term proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans into Rollover Loansat such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, each Lender shall cancel on its records a principal after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Bridge Term Loans held by Revolving Credit Lenders’ Revolving Credit Exposures at such Lender corresponding to time exceeding the principal amount of Rollover Loans issued by such Lender, which corresponding principal Total Revolving Credit Commitment then in effect or the aggregate amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations Revolving Credit Lenders’ Revolving Credit Exposures of any Lender that has not made its share Class of Revolving Loans at such time exceeding the Loans aggregate Revolving Credit Commitment with respect to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such LenderClass. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject (a) From and including the Closing Date to but excluding the Facility Termination Date applicable to such Lender, each Lender severally agrees, on the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees in this Agreement, to make a Bridge Term Loan loans in Dollars to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e)each such loan, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Revolving Loan” and collectively, the “Rollover Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), (x) such Lender’s Outstanding Credit Exposure shall not exceed its Commitment and (y) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the applicable Facility Termination Date. (b) From and including the Closing Date to but excluding the Facility Termination Date applicable to such Lender, each Lender severally agrees, on the Bridge Term Loan Maturity terms and conditions set forth in this Agreement, to participate in Facility LCs issued upon the request of the Borrower, provided that after giving effect to the issuance of each such Facility LC, (x) such Lender’s Outstanding Credit Exposure shall not exceed its Commitment and (y) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. The LC Issuers will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.18. (c) From and including the Closing Date to but excluding the Facility Termination Date applicable to the Swingline Lender, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount equal to at any time outstanding not exceeding the then outstanding principal amount Swingline Commitment; provided that no Advance of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Swingline Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubtmade if, immediately after giving effect thereto, the Joint Lead Arrangers Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Lenders Swingline Lender shall not make any Swingline Loan if any Lender is at that are Affiliates time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Joint Lead Arrangers shall be entitled Swingline Lender (in addition its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Borrower) to enforce Defaulting Lender arising from either the obligations of any Lender that has not made its share of the Loans Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by it available means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Swingline Loans at any time prior to the Administrative Agent on the Closing Facility Termination Date by the time set forth in Section 2.03 applicable to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Swingline Lender. (e) The ability of , provided that the Borrower may not borrow Swingline Loans the proceeds of which are used to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullrepay outstanding Swingline Loans.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein: (a) Each forth, each Lender having a Bridge an Initial Term Loan Commitment severally agrees to make a Bridge loan or loans (each, an “Initial Term Loan”) to Merger Sub on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $500,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the Borrower during same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the Certain Funds Period same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in a principal amount Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not to be reborrowed, (iii) shall not exceed its Bridge for any such Lender the Initial Term Loan CommitmentCommitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to satisfaction and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrower from its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (c) Subject to and upon the terms and conditions herein set forth forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.01(e2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect, and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Borrower, the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case (i) Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit 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 to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, severally and any Mandatory Borrowing cannot jointly, agree that if the Bridge Term Loans have not been repaid in full for any reason be made on the Bridge Term Loan Maturity Datedate otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the then Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal amount and interest payable on such Swingline Loans shall be for the account of each Lender’s Bridge Term Loan the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall immediately be payable to such Lender purchasing same from and after such latest specified time for payment, automatically be converted date of purchase. (a Rollover Conversione) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) into at a loan time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (individually each a “Rollover LoanNon-Expiring Credit Commitment” and collectively, the “Rollover LoansNon-Expiring Credit Commitments”) ), then with respect to each outstanding Swingline Loan, if consented to by the Borrower Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the Bridge Term earliest occurring maturity date such Swingline Loan Maturity Date in an aggregate principal amount equal shall be deemed reallocated to the then outstanding principal tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon reallocation would cause the conversion of aggregate credit exposure to exceed the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Swing Line Loans to be made by it available reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers foregoing, if a Default or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event thathas occurred and is continuing, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due the Borrower shall still be obligated to pay Swingline Loans allocated to the Joint Lead Arrangers Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Lenders shall have been paid in fullBorrower, without the consent of any other Person.

Commitments. (a) Revolving A Loans. Subject to the terms and conditions set forth herein: (a) Each , each Revolving A Lender having a Bridge Term Loan Commitment severally agrees to make loans (each such loan, a Bridge Term Loan “Revolving A Loan”) to the Borrower Revolving A/B Borrowers in Dollars from time to time on any Business Day during the Certain Funds Availability Period for the Revolving A Commitments in a principal an aggregate amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of at any time outstanding the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Revolving A Commitment; provided, however, that after giving effect to any Borrowing of Revolving A Loans, (i) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (ii) the aggregate Outstanding Amount of the Revolving A Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Domestic Swing Line Loans shall not exceed such Lender’s Revolving A Commitment, and (iii) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. Rollover Loans will bear interest Each Revolving A Lender may, at its option, make any Revolving A Loan available to any Revolving A/B Borrower that is a rate determined Foreign Subsidiary by causing any foreign or domestic branch or Affiliate of such Lender to make such Revolving A Loan; provided that any exercise of such option shall not affect the obligation of such Revolving A/B Borrower to repay such Revolving A Loan in accordance with Section 2.13. (c) Upon the conversion terms of this Agreement. Within the Bridge Term Loans into Rollover Loanslimits of each Lender’s Revolving A Commitment, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following other terms and conditions being satisfied: hereof, the Revolving A/B Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving A Loans may be Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullprovided that Lux 2 may not borrow Base Rate Loans).

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees, severally and not jointly: (a) Each Lender having a Bridge Term Loan Commitment agrees to To make a Bridge an Initial Term Loan to the Borrower during on the Certain Funds Period Closing Date in a principal amount equaling its Initial Term Loan Commitment. Amounts paid or prepaid in respect of the Initial Term Loan may not be re-borrowed. (b) To make First Delayed Draw Term Loans to the Borrower during the First Delayed Draw Availability Period as the Borrower may request pursuant to Section 2.03 in an amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction First Delayed Draw Commitment in effect at such time; provided that the aggregate amount of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge all First Delayed Draw Term Loans have made hereunder shall not been repaid in full on exceed the Bridge Term Loan Maturity Date, aggregate First Delayed Draw Commitments of all the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted Lenders (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal prior to the then outstanding principal amount use of any such Lender’s Bridge First Delayed Draw Commitments hereunder). Amounts paid or prepaid in respect of First Delayed Draw Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13may not be re-borrowed. (c) Upon To make Second Delayed Draw Term Loans to the conversion Borrower during the Second Delayed Draw Availability Period as the Borrower may request pursuant to Section 2.03 in an amount not to exceed its Second Delayed Draw Commitment (if any) in effect at such time; provided that (i) without limiting the requirements of Section 4.04, no Lender shall have any commitment or obligation to make any Second Delayed Draw Term Loans hereunder until (x) all of the Bridge Second Delayed Draw Approval Documents have been executed and delivered by each party thereto (including the Second Delayed Draw Approval executed and delivered by the Required Lenders and the other Lenders party thereto, in each case, in their sole and absolute discretion) and (y) such Lender (in its sole and absolute discretion) has agreed in writing to provide a portion of such Second Delayed Draw Commitment and (ii) the aggregate amount of all Second Delayed Draw Term Loans into Rollover Loans, each made hereunder shall not exceed the aggregate Second Delayed Draw Commitments of all the Lenders (prior to the use of any such Second Delayed Draw Commitments hereunder). Allocations of the Second Delayed Draw Commitments among the Lenders that have agreed in writing to provide such Second Delayed Draw Commitments shall be made by the Required Lenders (in their sole discretion); provided that the Second Delayed Draw Commitment of any Lender shall cancel on its records a principal not exceed the amount of the Bridge Term Loans held by such Second Delayed Draw Commitment which such Lender corresponding has agreed to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans provide in accordance with Section 2.01(b)writing. Amounts repaid paid or prepaid in respect of Rollover Second Delayed Draw Term Loans may not be reborrowedre-borrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: , (ai) Each each Initial Term Lender having a Bridge Term Loan Commitment severally, and not jointly, agrees (A) to make a Bridge term loans (the “Tranche B-1 Term Loan Loans” to the Borrower during Term Borrowers on the Certain Funds Period Closing Date in Dollars in a principal amount not to exceed its Bridge Tranche B-1 Commitment, (B) to make term loans (the “Tranche B-2 Term Loans”) to the Term Borrowers on the Closing Date in Euros in a principal amount not to exceed its Tranche B-2 Commitment and (C) to make term loans (the “Tranche B-3 Term Loans”) to the Term Borrowers on the Closing Date in Canadian Dollars in a principal amount not to exceed its Tranche B-3 Commitment and (ii) each Initial Revolving Lender severally, and not jointly, agrees to make revolving loans (the “Initial Revolving Loans”) to the Revolving Borrowers in Dollars or any Alternate Currency as may be requested by a Revolving Borrower, at any time and from time to time on and after the Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in accordance with the terms hereof; provided, that, after giving effect to any Borrowing of Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Revolving Credit Exposure shall not exceed such Initial Revolving Lender’s Revolving Credit Commitment. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, Revolving Loans may be borrowed, paid, repaid and reborrowed. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. Subject to the terms and conditions set forth herein and in the relevant Ancillary Documents, any Initial Revolving Lender (directly or through one or more of its Affiliates or branches) may make one or more Ancillary Facilities available to any Revolving Borrower in place of all or a portion of its Initial Revolving Credit Commitment. For the avoidance of doubt, any reference to a Loan Commitmentor Letter of Credit or outstanding amounts in respect thereof shall not include any utilization of any Ancillary Facility. (b) Subject to satisfaction the terms and conditions of the conditions set forth in Section 2.01(e)this Agreement and any applicable Refinancing Amendment, the BorrowerExtension Amendment, and or Incremental Facility Amendment, each LenderLender with an Additional Commitment of a given Class, severally and not jointly, agree that if the Bridge Term agrees to make Additional Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal Class to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Applicable Borrower, which Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by not exceed for any such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any incurrence thereof the Additional Commitment of such conversionClass of such Lender as set forth in the applicable Refinancing Amendment, there shall exist no Event of Default Extension Amendment or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullIncremental Facility Amendment.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each hereof, each Lender having a Bridge Term Loan Commitment severally agrees to make a Bridge Term Loan revolving credit loans denominated in Dollars ("Dollar Revolving Loans") to the Borrower from time to time during the Certain Funds Commitment Period in a an aggregate principal amount at any one time outstanding which, when added to such Lender's Revolving Percentage of the Outstanding Committed Extensions of Credit, shall not exceed such Lender's Commitment. The Borrower shall not request and no Lender shall be required to make any Dollar Revolving Loan if, after making such Dollar Revolving Loan, the Total Outstanding Extensions of Credit shall exceed the Total Commitments then in effect. During the Commitment Period, the Borrower may use the Commitments by borrowing, prepaying and reborrowing the Dollar Revolving Loans in whole or in part, all in accordance with the terms and conditions hereof. The failure of any Lender to make any Dollar Revolving Loan required to be made by it shall not relieve any other Lender of its Bridge Term Loan Commitmentobligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Dollar Revolving Loans as required. The Dollar Revolving Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2(a) and 2.18. (b) The Borrower shall repay all outstanding Dollar Revolving Loans borrowed by it on the earlier of the Termination Date and the date on which the Dollar Revolving Loans shall become due and payable in accordance with Section 7. (c) Subject to satisfaction of the terms and conditions set forth in hereof (including, without limitation, Section 2.01(e2.31), each Multicurrency Lender severally agrees, from time to time during the BorrowerCommitment Period, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid to make revolving credit loans denominated in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted one or more Foreign Currencies (a Rollover Conversion”"Multicurrency Loans") into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to (based on the then outstanding principal amount Dollar Equivalent of such Multicurrency Loans) at any one time outstanding which (a) shall not exceed such Multicurrency Lender’s Bridge Term 's Multicurrency Subcommitment and (b) when added to such Lender's Revolving Percentage of the Outstanding Committed Extensions of Credit, shall not exceed such Lender's Commitment. The Borrower shall not request and no Multicurrency Lender shall be required to make any Multicurrency Loan if, after making such Multicurrency Loan (i) the Total Outstanding Extensions of Credit shall exceed the Total Commitments then in effect or (ii) the Dollar Equivalent of the aggregate outstanding Multicurrency Loans shall exceed the Multicurrency Sublimit. During the Commitment Period, the Borrower may borrow, prepay and reborrow Multicurrency Loans. Rollover Loans will bear interest at a rate determined , in whole or in part, all in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term terms and conditions hereof. All Multicurrency Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedEurocurrency Loans. (d) For The Borrower shall repay all outstanding Multicurrency Loans borrowed by it on the avoidance earlier of doubt, the Joint Lead Arrangers Termination Date and the Lenders that are Affiliates of date on which the Joint Lead Arrangers Multicurrency Loans shall be entitled (become due and payable in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in accordance with Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender7. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Initial Term Loan Lender with an Initial Term Loan Commitment, severally and not jointly, made an Initial Term Loan to the Borrower on the Closing Date in a principal amount equal to its Initial Term Loan Commitment at a purchase price of 100.0% of par. The Borrower may make only one borrowing of Initial Term Loans. Amounts paid or prepaid in respect of Initial Term Loans may not be reborrowed. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each 2016 Term Loan Lender with a 2016 Term Loan Commitment agrees, severally and not jointly, to makemade 2016 Term Loans to the Borrower on the Second Amendment Effective Date. Amounts paid or prepaid in respect of 2016 Term Loans may not be reborrowed. (c) Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge herein and in the Third Amendment and relying upon the representations and warranties herein set forth, each 2016 Acquisition Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Lender with an 2016 Acquisition Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge agrees to make a 2016 Acquisition Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on the Bridge Term Loan Maturity Third Amendment Effective Date in an aggregate a principal amount equal to its 2016 Term Loan Commitment at a purchase price of 100.0% of par; provided, (I) no Default or Event of Default shall have occurred and be continuing under any of the then outstanding principal amount Loan Documents; (II) each of such Lender’s Bridge the representations and warranties set forth in Article III shall remain true and correct in all material respects (without duplication of any materiality qualifiers contained therein); (III) the Consolidated Leverage Ratio, calculated on a pro forma basis for the last twelve month period for which financial statements have been (or were required to be) delivered pursuant to Sections 5.04 (a) or (b) and after giving effect to any Permitted Acquisitions or Investments permitted under the Loan Documents or prepayments of the Loans, shall be no greater than 0.74:1.00 and (IV) the Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.02(c). The Borrower may make only one borrowing of 2016 Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge The 2016 Term Loans into Rollover Loans(i) shall be denominated in Dollars, each (ii) subject to Section 2.10 and Section 2.11, once borrowed and subsequently repaid or prepaid may not be reborrowed and (iii) shall not exceed for any such 2016 Term Loan Lender shall cancel on its records a at any time outstanding that aggregate principal amount of (excluding PIK Interest that has been capitalized and added to the Bridge Term Loans held by such Lender corresponding principal amount) that, when added to the principal amount of Rollover Loans issued by such 2016 Term Loan Lender’s outstanding 2016 Term Loans, which corresponding principal amount of exceeds the Bridge 2016 Term Loans shall be satisfied by the conversion Loan Commitment of such Bridge 2016 Term Loans into Rollover Loans in accordance with Section 2.01(b)Loan Lender at such time. Acquisition Term Loan Commitment. The Borrower may make only one borrowing of 2016 Acquisition Term Loans. Amounts repaid paid or prepaid in respect of Rollover 2016 Acquisition Term Loans may not be reborrowed. (d) For (c) Subject to and upon the avoidance of doubtterms and conditions set forth herein, each RL Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time after the Joint Lead Arrangers Second Amendment Effective Date and prior to the Lenders that are Affiliates of Maturity Date (the Joint Lead Arrangers shall be entitled “Availability Period”), a revolving loan or revolving loans (in addition each, a “Revolving Loan” and, collectively, “Revolving Loans”) to the Borrower) to enforce the obligations of any Lender that has not made its share of the , which Revolving Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversionshall be denominated in Dollars, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any such RL Lender at any time outstanding that aggregate principal amount that, when added to the Joint Lead Arrangers and principal amount of such RL Lender’s outstanding Revolving Loans, exceeds the Lenders shall have been paid in fullRevolving Loan Commitment of such RL Lender at such time.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to each Borrower in Dollars or any Optional Currency other than Yen from time to time during the Availability Period so long as, after giving effect thereto, (i) such Lender's Revolving Credit Exposure will not exceed such Lender's Commitment, and (ii) the sum of the total Revolving Credit Exposures will not exceed the sum total of the Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower during may borrow, prepay and reborrow Revolving Loans. The Revolving Loans made in Dollars may from time to time be Eurocurrency Loans or Alternate Base Rate Loans; the Certain Funds Period Revolving Loans made in a principal amount not Pounds may from time to exceed its Bridge Term Loan Commitmenttime be Eurocurrency Loans or Pound Sterling Overnight Rate Loans; and the Revolving Loans made in Euros may from time to time be Eurocurrency Loans or Euro Overnight Rate Loans, in each case as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.07. (bi) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the BorrowerYen Fronting Lenders agree to make Yen Loans, and ratably in accordance with their Yen Commitments, to each LenderBorrower from time to time during the Availability Period so long as, severally and not jointlyafter giving effect thereto, agree that if (A) the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding aggregate principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Yen Loans will bear interest at a rate determined in accordance with Section 2.13. not exceed the Yen Sublimit, (cB) Upon the conversion sum of the Bridge Term Loans into Rollover Loanstotal Revolving Credit Exposures will not exceed the sum total of the Commitments, each Lender shall cancel on its records a (C) such Yen Fronting Lender's Revolving Credit Exposure will not exceed such Yen Fronting Lender's Commitment and (D) the aggregate principal amount of the Bridge Term outstanding Yen Loans held made by any Yen Fronting Lender will not exceed such Lender corresponding Yen Fronting Lender's Yen Commitment. Within the foregoing limits and subject to the principal amount of Rollover Loans issued by such Lenderterms and conditions set forth herein, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans each Borrower may not be reborrowedborrow, prepay and reborrow Yen Loans. (dii) For the avoidance If any Event of doubtDefault shall occur and be continuing, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Yen Fronting Lender that has not made its share of the Loans to be made may by it available written notice to the Administrative Agent not later than 11:00 am, New York time, on any Business Day require the Closing Date Lenders to acquire participations on such Business Day in all or a portion of the Yen Loans outstanding. Such notice shall specify the aggregate amount of Yen Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender's Applicable Percentage of the Dollar Equivalent Amount of such Yen Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Yen Fronting Lender, such Lender's Applicable Percentage of such Yen Loan or Loans in Dollars. Each Lender acknowledges and agrees that its obligation to acquire participations in Yen Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Yen Fronting Lenders pro rata according to their Yen Exposures the amounts so received by it from the Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Yen Loan to it acquired pursuant to this paragraph. Any amounts received by the time set forth in Section 2.03 to Administrative Agent from the extent the Joint Lead Arrangers applicable Borrower (or their affiliates have funded other party on behalf of the applicable Borrower) in respect of such Lender. (e) The ability Loan after receipt by the Yen Fronting Lender of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject proceeds of a sale of participations therein shall be promptly remitted by the Administrative Agent to the following conditions being satisfied: Lenders that shall have made their payments pursuant to this paragraph and to the Yen Fronting Lenders, pro rata as their interests may appear. The purchase of participations in a Yen Loan pursuant to this paragraph shall not relieve the applicable Borrower of its obligations in respect of the payment thereof. From and after such purchase, (iA) the outstanding Yen Loans in which the Lenders have purchased such participations shall be deemed to have been converted into Alternate Base Rate Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.15, a prepayment of such Yen Loans before the last day of the Interest Period with respect thereto) and (B) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Loans (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Loan had originally been made in Dollars. Notwithstanding the foregoing, a Lender shall not have any obligation to acquire a participation in a Yen Loan pursuant to this paragraph if an Event of Default shall have occurred and be continuing at the time of any such conversionYen Loan was made and such Lender shall have notified the Yen Fronting Lenders in writing, there shall exist no at least one Business Day prior to the time such Yen Loan was made, that such Event of Default or event that, with notice and/or lapse of time, could become an has occurred and that such Lender will not acquire participations in Yen Loans made while such Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullDefault is continuing.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Initial Revolving Lender having a Bridge Term Loan Commitment severally, and not jointly, agrees to make a Bridge Term Loan revolving loans (the “Initial Revolving Loans”) to the Borrower during in Dollars at any time and from time to time on and after the Certain Funds Period Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in accordance with the terms hereof; provided that, after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Credit Exposure shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, Revolving Loans may consist of ABR Loans, Term Benchmark Loans (or, if after the effectiveness of a principal amount not to exceed its Bridge Term Loan CommitmentBenchmark Replacement, RFR Loans), or a combination thereof, and may be borrowed, paid, repaid and reborrowed. (b) Subject to satisfaction the terms and conditions of the conditions set forth in Section 2.01(e)this Agreement and any applicable Refinancing Amendment, the BorrowerExtension Amendment, and or Incremental Facility Amendment, each LenderLender with an Additional Commitment of a given Class, severally and not jointly, agree that if agrees to make Additional Loans of such Class to the Bridge Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment. (c) Subject to the terms and conditions set forth herein, each Delayed Draw Term Loans have Lender severally (and not been repaid in full on the Bridge jointly) agrees to make a Delayed Draw Term Loan Maturity Datein Dollars to the Borrower, in up to five (5) drawings during the then outstanding principal amount of each Lender’s Bridge Delayed Draw Term Loan shall immediately after such latest specified time for paymentAvailability Period, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal not to the then outstanding principal amount of exceed such Lender▇▇▇▇▇▇’s Bridge unused Delayed Draw Term Loans. Rollover Loans will bear interest Loan Commitment at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)time. Amounts prepaid or repaid in respect of Rollover Delayed Draw Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions herein set forth herein: (a) Each forth, each Lender having a Bridge Term Loan Commitment severally, and not jointly, agrees to make a Bridge the New Money Term Loan Loans to the Borrower during the Certain Funds Period Borrowers in an amount equal to such Lender’s New Money Commitment in a principal amount single borrowing on the Closing Date. Such New Money Term Loans (i) will at the option of the Parent Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that all New Money Term Loans made by each of the Lenders shall, unless otherwise specifically provided herein, consist entirely of New Money Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the New Money Commitment of such Lender, (iv) shall not exceed in the aggregate the aggregate New Money Commitments of all Lenders and (v) shall be funded to exceed its Bridge the Borrowers on the Closing Date in accordance with Section 2.4(d). The New Money Term Loan CommitmentLoans shall be available in Dollars and not later than the Maturity Date, all then unpaid New Money Term Loans shall be repaid in full in Dollars. (b) Subject to satisfaction the terms and conditions herein set forth, to give effect to the refinancing and conversion of the conditions set forth in Section 2.01(e), DIP Loans into the Borrower, and Rolled Up Term Loans owing to each applicable Lender, each Lender severally and not jointly, agree that if agrees to make the Bridge Rolled Up Term Loans to the Borrowers hereunder and such Rolled Up Term Loans shall be deemed to have not been repaid in full made hereunder to the Borrowers, on the Bridge Term Loan Maturity Closing Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (in a Rollover Conversion”) into single term loan borrowing denominated in Dollars in a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Rolled Up Commitment on the Closing Date, and the DIP Loans owing to the Lenders under the DIP Credit Agreement shall be substituted with and exchanged for (and reevidenced and refinanced by) such Rolled Up Term LoansLoans hereunder. Rollover The Rolled Up Term Loans will bear interest at deemed made or issued pursuant to this Section 2.01(b) shall be deemed made on a rate determined in accordance with Section 2.13. (c) cashless basis without any actual funding. Upon the conversion effectiveness of this Agreement, all Rolled Up Commitments of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans Lenders shall be satisfied by deemed fully-funded and such Rolled Up Commitments shall be deemed to be reduced to $0 and interest shall begin to accrue on the conversion full amount thereof as of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)date. Amounts repaid paid or prepaid in respect of Rollover Rolled Up Term Loans may not be reborrowed. (d) For . Not later than the avoidance of doubtMaturity Date, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers all then unpaid Rolled Up Term Loans shall be entitled (repaid in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth full in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such LenderDollars. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Effective Date Term Lender having a Bridge Term Loan Commitment agrees to make a Bridge an Effective Date Term Loan to the Borrower during on the Certain Funds Period Effective Date, in a principal amount not to exceed exceeding its Bridge Effective Date Term Loan Commitment in the amount set forth opposite such Term Lender’s name on Schedule 2.01 under the heading “Effective Date Term Loan Commitment”. Amounts borrowed under this Section 2.01(a) are referred to as the “Effective Date Term Loan”. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein and the First Amendment, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge First Amendment Effective Date Term Loans have not been repaid in full on the Bridge Lender agrees to make a First Amendment Effective Date Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on the Bridge First Amendment Effective Date, in a principal amount not exceeding its First Amendment Effective Date Term Loan Maturity Commitment in the amount set forth opposite such First Amendment Effective Date in an aggregate principal amount equal Term Lender’s name on Schedule 2.01 under the heading “First Amendment Effective Date Term Loan Commitment”. Amounts borrowed under this Section 2.01(b) are referred to as the “First Amendment Effective Date Term Loan”. Without limiting the generality of the foregoing, the First Amendment Effective Date Term Loans shall have terms, rights, remedies, privileges and protections identical to those applicable to the then outstanding principal amount Effective Date Term Loans under this Agreement and each of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13the other Loan Documents. (c) Upon Subject to the conversion of terms and conditions set forth herein and the Bridge Term Loans into Rollover LoansSecond Amendment, each Second Amendment Effective Date Term Lender shall cancel agrees to make a Second Amendment Effective Date Term Loan to the Borrower on its records the Second Amendment Effective Date, in a principal amount not exceeding its Second Amendment Effective Date Term Loan Commitment in the amount set forth opposite such Second Amendment Effective Date Term Lender’s name on Schedule 2.01 under the heading “Second Amendment Effective Date Term Loan Commitment”. Amounts borrowed under this Section 2.01(b) are referred to as the “Second Amendment Effective Date Term Loan”. Without limiting the generality of the Bridge Term Loans held by such Lender corresponding to foregoing, the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Second Amendment Effective Date Term Loans shall be satisfied by have, except as otherwise set forth herein, terms, rights, remedies, privileges and protections identical to those applicable to the conversion of such Bridge Effective Date Term Loans into Rollover and First Amendment Effective Date Term Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers under this Agreement and the Lenders that are Affiliates each of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lenderother Loan Documents. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Revolving Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan loans to the Borrower (each such loan, a “Revolving Loan”), denominated in US Dollars or Euros, from time to time during the Certain Funds Availability Period in a an aggregate principal amount that will not result in (i) such Revolving Lender’s Revolving Credit Exposure exceeding such Revolving Lender’s Revolving Commitment and (ii) the Total Revolving Credit Exposure exceeding the Aggregate Revolving Commitments. Within the foregoing limits and subject to exceed its Bridge Term Loan Commitmentthe terms and conditions set forth herein, the Borrower may borrow, repay and reborrow the Revolving Loans. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(eherein, each Term Loan Lender severally agrees to make a term loan to the Borrower (each such loan, a “Term Loan”), the Borrowerdenominated in US Dollars, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Initial Availability Date in an aggregate principal amount equal to that will not result in (i) the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held Loan made by such Term Loan Lender corresponding to hereunder exceeding such Term Loan Lender’s Term Loan Commitment or (ii) the principal amount of Rollover Loans issued by such Lender, which corresponding principal aggregate amount of the Bridge Term Loans made by all Term Loan Lenders hereunder exceeding the total Term Loan Commitments. Once borrowed, the Borrower may not reborrow any portion of the Term Loans that has been repaid or prepaid, whether in whole or in part. Upon any funding of any Term Loan hereunder by any Term Loan Lender, such Term Loan Lender’s Term Loan Commitment shall be satisfied by terminate immediately and without further action in an amount equal to, and on the conversion date of, such funding of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedLoan. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: (a) Each each Initial Term Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lenderagrees, severally and not jointly, agree that if the Bridge to make Initial Term Loans have not been repaid in full Dollars to BGI on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Closing Date in an aggregate principal amount equal to such Initial Term Lender’s Initial Term Loan Commitment, (b) each Revolving Facility Lender agrees, severally and not jointly, to make Revolving Facility Loans of a Class in Dollars or any Alternate Currency to the then outstanding Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Revolving Facility ▇▇▇▇▇▇’s Revolving Facility Credit Exposure of such Class exceeding such Revolving Facility Lender’s Bridge Term Revolving Facility Commitment of such Class, (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class or (iii) the outstanding amount of Alternate Currency Loans, together with the stated amount of all outstanding Alternate Currency Letters of Credit, exceeding the Dollar Equivalent of $650,000,000 in the aggregate. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13.Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) Upon each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the conversion terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the Borrowers, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) the full amount of each of the Bridge Initial Term Loans into Rollover Loans, each Lender shall cancel must be drawn in a single drawing on its records a principal amount the Closing Date and amounts of the Bridge such Initial Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with borrowed under Section 2.01(b). Amounts 2.01(a) that are repaid in respect of Rollover Loans or prepaid may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: , each Revolving Credit Lender agrees to make revolving loans to the Borrower (each such loan, a “Revolving Credit Loan”) from time to time during the Availability Period with respect to the Revolving Credit Facility, in an aggregate principal amount that will not result in (a) Each Lender having a Bridge Term Loan such Revolving Credit Lender’s Revolving Credit Exposure exceeding such Revolving Credit Lender’s Revolving Credit Commitment agrees to make a Bridge Term Loan or (b) the Total Revolving Credit Exposure exceeding the aggregate Revolving Credit Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitmentmay borrow, prepay and reborrow Revolving Credit Loans. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(eherein, each Term Loan Lender agrees to make a single loan to the Borrower on any Business Day during the Availability Period with respect to the Term Loan Facility (each such loan, a “Term Loan”), in an amount not to exceed the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge amount of such Term Loan Maturity Date, Lender’s Term Loan Commitment at such time; provided that the then outstanding aggregate principal amount of each Lender’s Bridge all Term Loans made on such date shall not exceed the aggregate Term Loan Commitments. Any undrawn Term Loan Commitments shall be reduced to $0 immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, following the “Rollover Loans”) by funding of the Borrower Term Loans on the Bridge Term Loan Maturity Date Draw Date. The Term Loan Commitments are not revolving in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loansnature, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with and amounts borrowed under this Section 2.01(b). Amounts ) and repaid in respect of Rollover Loans under Section 2.09 or Section 2.10 may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Term Lender having a Bridge Term Loan Commitment agrees agrees, severally and not jointly, to make a Bridge Term Loan Loans on the Closing Date in Dollars to the Borrower during the Certain Funds Period (i) OPC in a principal amount not to exceed its Bridge the OPC Portion of such Term Loan Lender’s Term Commitment. , (bii) OBI in a principal amount not to exceed the OBI Portion of such Term Lender’s Term Commitment, (iii) OBII in an principal amount not to exceed the OBII Portion of such Term Lender’s Term Commitment and (iv) Valkyrie in a principal amount not to exceed the Valkyrie Portion of such Term Lender’s Term Commitment. Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the Borrower, and each LenderRevolving Lender agrees, severally and not jointly, agree that if to make Revolving Loans to the Bridge Term Loans have not been repaid Borrowers in full Dollars, at any time and from time to time on and after the Bridge Term Loan Maturity Closing Date, and until the then outstanding principal amount earlier of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in an aggregate principal amount equal accordance with the terms hereof; provided that, after giving effect to any Borrowing of Revolving Loans the then outstanding principal amount Outstanding Amount of such Lender’s Bridge Term Revolving Credit Exposure shall not exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, repay or prepay and reborrow Revolving Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid paid or prepaid in respect of Rollover the Term Loans may not be reborrowed. (db) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition Subject to the Borrower) terms and conditions of this Agreement, each Additional Lender with an Additional Term Commitment for a given Class of Incremental Term Loans severally agrees to enforce the obligations of any Lender that has not made its share of the make Incremental Term Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Borrowers, which Incremental Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) shall not exceed for any such Additional Lender at the time of any incurrence thereof, the Additional Term Commitment of such conversion, there shall exist no Event Additional Lender for such Class on the respective Incremental Term Loan Borrowing Date. Amounts repaid or prepaid in respect of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullsuch Incremental Term Loans may not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein: (ai) Each applicable Lender having a Bridge Term Loan Commitment severally agrees to make a Bridge Initial Term Loan B Loans in Dollars to the Borrower during on the Certain Funds Period Closing Date in a an aggregate principal amount not to exceed its Bridge Initial Term B Loan Commitment. (bii) Subject to satisfaction of and upon the conditions terms set forth in Section 2.01(e)the 2025 Refinancing Amendment, (x) each 2025 Refinancing Term B Facility Lender agrees to make 2025 Refinancing Term B Loans in Dollars to the Borrower, and each Lender, severally on a several and not jointlyjoint basis, agree that if the Bridge in an aggregate amount not to exceed such 2025 Refinancing Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each B Facility Lender’s Bridge 2025 Refinancing Term Loan shall immediately after such latest specified time for paymentB Facility Commitment, automatically be converted and (a Rollover Conversion”y) into a loan each Cashless Settlement Term Lender (individually a “Rollover Loan” and collectively, as defined in the “Rollover Loans”2025 Refinancing Amendment) by has agreed to continue and/or convert its Existing Term B Loans (as defined in the Borrower on the Bridge Term Loan Maturity Date 2025 Refinancing Amendment) in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Cashless Settlement Allocated Amount (as defined in the 2025 Refinancing Amendment). Following the making or continuation and/or conversion thereof, as applicable, on the 2025 Refinancing Amendment Effective Date, the 2025 Refinancing Term B Loans shall constitute “Initial Term B Loans” and “Term Loans”, as applicable, in all respects for purposes of this Agreement and all other Loan Documents. (iii) Subject to and upon the terms set forth in the 2025-2 Refinancing Amendment, (x) each 2025-2 Refinancing Term B Facility Lender agrees to make 2025-2 Refinancing Term B Loans in Dollars to the Borrower, on a several and not joint basis, in an aggregate amount not to exceed such 2025-2 Refinancing Term B Facility Lender’s 2025-2 Refinancing Term B Facility Commitment, and (y) each Cashless Settlement Term Lender (as defined in the 2025-2 Refinancing Amendment) has agreed to continue and/or convert its Existing Term B Loans (as defined in the 2025-2 Refinancing Amendment) in an aggregate principal amount equal to such Lender’s Cashless Settlement Allocated Amount (as defined in the 2025-2 Refinancing Amendment). Rollover Following the making or continuation and/or conversion thereof, as applicable, on the 2025-2 Refinancing Amendment Effective Date, the 2025-2 Refinancing Term B Loans shall constitute “Initial Term B Loans” and “Term Loans”, as applicable, in all respects for purposes of this Agreement and all other Loan Documents. (b) Each applicable Lender severally and not jointly agrees to make Initial USD Revolving Facility Loans in Dollars, Euros or any other Alternative Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will bear interest at a rate determined not result in accordance (i) such ▇▇▇▇▇▇’s USD Revolving Facility Credit Exposure with Section 2.13respect to the Initial USD Revolving Facility Commitments exceeding such Lender’s Initial USD Revolving Facility Commitment or (ii) the aggregate USD Revolving Facility Credit Exposure with respect to the Initial USD Revolving Facility Commitments exceeding the aggregate Initial USD Revolving Facility Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Initial USD Revolving Facility Loans. (c) Upon Each applicable Lender severally agrees to make Initial Thai Baht Revolving Facility Loans in Dollars or Thai Baht to the conversion of Thai Borrower from time to time during the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a Availability Period in an aggregate principal amount of the Bridge Term Loans held by that will not result in (i) such Lender corresponding Lender’s Thai Baht Revolving Facility Credit Exposure with respect to the principal amount of Rollover Loans issued by Initial Thai Baht Revolving Facility Commitments exceeding such Lender’s Initial Thai Baht Revolving Facility Commitment or (ii) the aggregate Thai Baht Revolving Facility Credit Exposure with respect to the Initial Thai Baht Revolving Facility Commitments exceeding the aggregate Initial Thai Baht Revolving Facility Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans Thai Borrower may not be reborrowedborrow, prepay and reborrow Initial Thai Baht Revolving Facility Loans. (d) For the avoidance Amounts of doubt, the Joint Lead Arrangers and the Lenders Term Loans borrowed under Section 2.01(a) that are Affiliates of the Joint Lead Arrangers shall repaid or prepaid may not be entitled (in addition to the Borrower) to enforce the obligations of re-borrowed. Each Lender may, at its option, make any Lender that has not made its share of the Loans to be made by it Loan available to the Administrative Agent on Borrower or the Closing Date Thai Borrower by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf causing any Lending Office of such Lender. (e) The ability Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to repay such Loan in accordance with the following conditions being satisfied: (i) at the time terms of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullthis Agreement.

Commitments. Subject to the terms and conditions set forth herein: , (a) Each each Term Lender having a Bridge Term Loan Commitment agrees agreed to make a Bridge an Initial Term Loan to the Borrower during on the Certain Funds Period Effective Date denominated in dollars in a principal amount not to exceed exceeding its Bridge Initial Term Loan Commitment. , (b) Subject each Revolving Lender agrees to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term make Revolving Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on denominated in dollars from time to time during the Bridge Term Loan Maturity Date applicable Revolving Availability Period in an aggregate principal amount equal to the then outstanding principal amount of which will not result in such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. Revolving Exposure exceeding such ▇▇▇▇▇▇’s Revolving Commitment, and (c) Upon each First Additional Term ▇▇▇▇▇▇ agrees to make a First Additional Term Loan to the conversion of Borrower on the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records Amendment No. 1 Effective Date denominated in dollars in a principal amount of the Bridge not exceeding its First Additional Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such LenderCommitment. The Borrower may borrow, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Rollover Term Loans may not be reborrowed. . On the Amendment No. 4 Effective Date, in accordance with, and upon the terms and conditions set forth in, Amendment No. 4 (dA) For the avoidance Original Revolving Commitment of doubteach 2028 Revolving Lender shall become a 2028 Revolving Commitment, and (B) the Joint Lead Arrangers and the Lenders that are Affiliates Original Revolving Commitment of the Joint Lead Arrangers each 2026 Revolving Lender shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lenderreclassified as a 2026 Revolving Commitment. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein: (a) Each forth, each Lender having a Bridge an Initial Term Loan Commitment severally agrees to make a Bridge loan or loans (each, an “Initial Term Loan”) to the Company on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $735,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the Borrower during same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the Certain Funds Period same Type, (ii) may be repaid or prepaid (without premium or penalty) in a principal amount accordance with the provisions hereof, but once repaid or prepaid, may not to be reborrowed, (iii) shall not exceed its Bridge for any such Lender the Initial Term Loan CommitmentCommitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to satisfaction and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrower from its applicable lending office (each such loan, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans (solely in the case of Revolving Credit Loans denominated in Dollars) or LIBOR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (c) Subject to and upon the terms and conditions herein set forth forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.01(e2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect, and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Borrower, the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case (i) Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit 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 to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, severally and any Mandatory Borrowing cannot jointly, agree that if the Bridge Term Loans have not been repaid in full for any reason be made on the Bridge Term Loan Maturity Datedate otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the then Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal amount and interest payable on such Swingline Loans shall be for the account of each Lender’s Bridge Term Loan the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall immediately be payable to such Lender purchasing same from and after such latest specified time for payment, automatically be converted date of purchase. (a Rollover Conversione) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) into at a loan time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (individually each a “Rollover LoanNon-Expiring Credit Commitment” and collectively, the “Rollover LoansNon-Expiring Credit Commitments”) ), then with respect to each outstanding Swingline Loan, if consented to by the Borrower Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the Bridge Term earliest occurring maturity date such Swingline Loan Maturity Date in an aggregate principal amount equal shall be deemed reallocated to the then outstanding principal tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon reallocation would cause the conversion of aggregate credit exposure to exceed the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Swing Line Loans to be made by it available reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers foregoing, if a Default or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event thathas occurred and is continuing, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due the Borrower shall still be obligated to pay Swingline Loans allocated to the Joint Lead Arrangers Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Lenders shall have been paid in fullBorrower, without the consent of any other Person.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , including Section 5.08, each Revolving Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to the Borrower in Dollars from time to time during the Certain Funds Revolving Availability Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal that will not result (after giving effect to the then outstanding principal amount any application of proceeds of such Borrowing pursuant to Section 2.10) in (a) such Lender’s Bridge ▇▇▇▇▇ving Credit Exposure exceeding such Lender’s ▇▇▇▇▇ving Commitment, (b) the Total Revolving Credit Exposure exceeding the total Revolving Commitments or (c) the sum of the Total Revolving Credit Exposure plus the total Term Loan Exposures exceeding the Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (ca) Upon Subject to the conversion of the Bridge terms and conditions set forth herein, including Section 5.08, each Term Loan Lender agrees to make Term Loans into Rollover Loans, each Lender shall cancel on its records to the Borrower in Dollars as requested by the Borrower in a Borrowing Request in up to three (3) Borrowings during the Term Loan Availability Period in an aggregate principal amount that will not result in (i) the aggregate principal amount of the Bridge Term Loans held to be made by such Term Loan Lender corresponding to exceeding its Term Loan Commitment, (ii) the aggregate principal amount of Rollover all Term Loans issued made by such Lenderthe Term Loan Lenders exceeding the total Term Loan Commitments, which corresponding principal amount or (iii) the sum of the Bridge Total Revolving Credit Exposure plus the total Term Loan Exposures exceeding the Borrowing Base. The Term Loan Commitments of the Lenders to make the Term Loans shall be satisfied by DB3/ 204690278.10 automatically expire and terminate on Term Loan Availability End Date (whether or not the conversion Borrower has fully utilized the Term Loan Commitments). Any portion of such Bridge the Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts that is repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Revolving A Loans. Subject to the terms and conditions set forth herein: (a) Each , each Revolving A Lender having a Bridge Term Loan Commitment severally agrees to make loans (each such loan, a Bridge Term Loan “Revolving A Loan”) to the Borrower Revolving A/B Borrowers in Dollars from time to time on any Business Day during the Certain Funds Availability Period for the Revolving A Commitments in a principal an aggregate amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of at any time outstanding the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such ▇▇▇▇▇▇’s Revolving A Commitment; provided, however, that after giving effect to any Borrowing of Revolving A Loans, (i) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (ii) the aggregate Outstanding Amount of the Revolving A Loans of any Lender, plus such Lender’s Bridge Term LoansApplicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Domestic Swing Line Loans shall not exceed such ▇▇▇▇▇▇’s Revolving A Commitment, and (iii) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. Rollover Loans will bear interest Each Revolving A Lender may, at its option, make any Revolving A Loan available to any Revolving A/B Borrower that is a rate determined Foreign Subsidiary by causing any foreign or domestic branch or Affiliate of such Lender to make such Revolving A Loan; provided that any exercise of such option shall not affect the obligation of such Revolving A/B Borrower to repay such Revolving A Loan in accordance with Section 2.13. (c) Upon the conversion terms of this Agreement. Within the Bridge Term Loans into Rollover Loanslimits of each ▇▇▇▇▇▇’s Revolving A Commitment, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following other terms and conditions being satisfied: hereof, the Revolving A/B Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving A Loans may be Base Rate Loans or Term SOFR Loans, or a combination thereof, as further provided herein (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullprovided that Lux 2 may not borrow Base Rate Loans).

Commitments. Prior to the Effective Date, certain revolving loans were made to one or more of the Borrowers under the Existing Credit Agreement (including all “Revolving Credit Loans” under (and as defined in) the Existing Credit Agreement) which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.07, the Existing Revolving Loans shall be reevidenced as Revolving Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein: , (a) Each each US Tranche Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if ) agrees to make US Tranche Revolving Loans to the Bridge Term Loans have not been repaid US Borrowers in full on Dollars from time to time during the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal that will not result in (after giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a)) (i) such ▇▇▇▇▇▇’s US Tranche Revolving Credit Exposure exceeding such ▇▇▇▇▇▇’s US Tranche Commitment or (ii) the sum of the total US Tranche Revolving Credit Exposures exceeding the aggregate US Tranche Commitments, (b) each Global Tranche Lender (severally and not jointly) agrees to make Global Tranche Revolving Loans to the then outstanding Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (after giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a)) (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Bridge Term Loans. Rollover Global Tranche Revolving Credit Exposure exceeding such Lender’s Global Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Global Tranche Revolving Credit Exposures exceeding the aggregate Global Tranche Commitments, (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Global Tranche Revolving Loans will bear interest at a rate determined and Global Tranche LC Exposure, in accordance with Section 2.13. each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit or (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Global Tranche Revolving Loans made and outstanding to the Foreign Subsidiary Borrowers, exceeding the Foreign Borrower Sublimit and (c) Upon the conversion of the Bridge each Tranche A Term Loans into Rollover Loans, each Lender shall cancel on its records with a principal amount of the Bridge Tranche A Term Loans held by such Lender corresponding Loan Commitment (severally and not jointly) agrees to make a Tranche A Term Loan to the principal Company in Dollars on the Effective Date, in an amount of Rollover Loans issued equal to such ▇▇▇▇▇▇’s Tranche A Term Loan Commitment by such Lendermaking immediately available funds available to the Administrative Agent’s designated account, which corresponding principal amount of not later than the Bridge Term Loans shall be satisfied time specified by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: , each Lender severally agrees to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (a) Each Lender having a Bridge Term Loan such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment agrees or (b) the Aggregate Revolving Exposure exceeding the lesser of (x) the sum of the aggregate Revolving Commitments and (y) the Borrowing Base, subject to the Administrative Agent’s authority, in its sole discretion, to make a Bridge Term Loan Protective Advances pursuant to the terms of Sections 2.04 and 2.05 by making immediately available funds available to the Administrative Agent’s designated account, not later than 1:00 p.m., Chicago time. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitmentmay borrow, prepay and reborrow Revolving Loans. (b) Subject to satisfaction the terms of the conditions set forth in Section 2.01(e)Ex-Im Bank Documents and the Fast Track Loan Agreement, the Borrower, and each Lender, severally and not jointly, agree that if Ex-Im Revolving Lender agrees to make Ex-Im Revolving Loans to the Bridge Term Loans have not been repaid in full on Ex-Im Borrower from time to time during the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date Ex-Im Availability Period in an aggregate principal amount equal that will not result in the Ex-Im Revolving Lender’s Ex-Im Revolving Exposure exceeding (A) the Ex-Im Revolving Lender’s Ex-Im Revolving Subcommitment or (B) the Export-Related Borrowing Base. Within the foregoing limits and subject to the then outstanding principal amount of such Lender’s Bridge Term terms and conditions set forth herein, the Ex-Im Borrower may borrow, prepay and reborrow Ex-Im Revolving Loans. Rollover The making of Ex-Im Revolving Loans will bear interest at a rate determined be governed by the Fast Track Loan Agreement, the Ex-Im Bank Borrower Agreement and this Agreement; in accordance with Section 2.13. (c) Upon the conversion event of conflict among the terms of the Bridge Term Loans into Rollover LoansFast Track Loan Agreement, each Lender shall cancel on its records a principal amount the Ex-Im Bank Borrower Agreement and the terms hereof, the terms of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans Ex-Im Bank Borrower Agreement shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)prevail. Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers In no event shall be entitled (in addition to the Borrower) to enforce the obligations of any the Ex-Im Revolving Lender that has not made its share hereunder, under the Fast Track Loan Agreement and under the Ex-Im Bank Borrower Agreement be deemed to be distinct commitments; rather, this Agreement, the Fast Track Loan Agreement and the Ex-Im Bank Borrower Agreement describe different aspects of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lendersame obligations. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Prior to the Effective Date, to the extent any loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement, such outstanding loans shall be hereinafter referred to as the “Existing Loans”. Subject to the terms and conditions set forth in this Agreement, the Borrower, Holdings and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Section 4.01 and the reallocation and other transactions described in Section 1.06, the Existing Loans (if any) shall, as of the Effective Date, be reevidenced as Loans of the applicable Class under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein: , (a) Each each Dollar Tranche Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term ) agrees to make Dollar Tranche Revolving Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on in Dollars from time to time during the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments and (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the then outstanding Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (cii) Upon subject to Sections 2.04 and 2.11(b), the conversion sum of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount Dollar Amount of the Bridge Term Loans held by such Lender corresponding total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount Dollar Amount of the Bridge Term total outstanding Multicurrency Tranche Revolving Loans shall be satisfied by and Multicurrency Tranche LC Exposure, in each case denominated in Foreign Currencies, exceeding the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Foreign Currency Sublimit. Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For Within the avoidance of doubt, the Joint Lead Arrangers foregoing limits and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following terms and conditions being satisfied: (i) at set forth herein, the time of any such conversionBorrower may borrow, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers prepay and the Lenders shall have been paid in fullreborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans.

Commitments. Subject to the terms and conditions set forth herein: herein and in the Amendment and Restatement Agreement, as applicable, (a) Each each Tranche B-3 US$ Term Lender having agreed to make, and has made, a Bridge Term Loan Commitment agrees to make a Bridge Tranche B-3 US$ Term Loan to the Borrower during on the Certain Funds Period Effective Date in a principal amount not to exceed exceeding its Bridge Tranche B-3 US$ Term Loan Commitment. , (b) Subject each Tranche B-3 Euro Term Lender agreed to satisfaction of the conditions set forth in Section 2.01(e), the Borrowermake, and each Lenderhas made, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge a Tranche B-3 Euro Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on the Bridge Effective Date in a principal amount not exceeding its Tranche B-3 Euro Term Loan Maturity Date Commitment and (c) each Revolving Lender agrees to make revolving credit loans denominated in dollars or in any Permitted Foreign Currency to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount equal that will not result in such ▇▇▇▇▇▇’s Revolving Exposure exceeding such ▇▇▇▇▇▇’s Revolving Commitment or the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment; provided that the Borrower shall not request, and the Revolving Lenders shall not be required to fund, a Revolving Loan that is denominated in a Permitted Foreign Currency if, after the then outstanding making of such Revolving Loan, the Dollar Equivalent of the aggregate principal amount of all Revolving Loans then outstanding that are denominated in a Permitted Foreign Currency (including such Lender’s Bridge Term requested Revolving Loan) would exceed $200,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge The Tranche B-3 US$ Term Loans into Rollover Loans, each Lender shall cancel funded on its records a principal amount the Effective Date were funded with an original issue discount of 1.50% and the Bridge Tranche B-3 Euro Term Loans held by such Lender corresponding funded on the Effective Date were funded with an original issue discount of 1.50% (it being agreed, in each case, that the Borrower shall be obligated to repay 100% of the principal amount of Rollover Loans issued by each such Lender, which corresponding Term Loan and interest shall accrue on 100% of the principal amount of the Bridge each such Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans Loan, in accordance with Section 2.01(beach case as provided herein). Amounts repaid or prepaid in respect of Rollover Term Loans may not be reborrowed. (d) . For the avoidance of doubt, any Revolving Loans and Letters of Credit outstanding under (and as defined in) the Joint Lead Arrangers Existing Credit Agreement immediately prior to the Effective Date shall continue to be Revolving Loans and Letters of Credit, respectively, hereunder on the Lenders that are Affiliates of the Joint Lead Arrangers Effective Date and shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at same Interest Periods and other terms applicable thereto under the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due Existing Credit Agreement immediately prior to the Joint Lead Arrangers and the Lenders shall have been paid in fullEffective Date.

Commitments. (a) Subject to the terms and conditions set forth herein: herein and in Amendment No. 2, (ai) Each each Initial Term A Lender having a Bridge Term Loan Commitment severally, and not jointly, agrees to make a Bridge Term Loan initial term A loans to the Borrower during Borrowers (the Certain Funds Period proceeds of which may be allocated between the Borrowers) on the Amendment No. 2 Closing Date in Dollars in a principal amount not to exceed its Bridge Initial Term A Loan Commitment, (ii) each Initial Term B Lender severally, and not jointly, agrees to make Replacement Term B Loans (as defined in Amendment No. 1) to the Borrowers (the proceeds of which may be allocated between the Borrowers) on the 2018 Replacement Term B Closing Date in Dollars in a principal amount not to exceed its Initial Term B Loan Commitment and (iii) each Initial Revolving Lender severally, and not jointly, agrees to make Initial Revolving Loans to the Borrowers (or any Borrower) in Dollars or any applicable Alternate Currency at any time and from time to time on and after the Amendment No. 2 Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in accordance with the terms hereof; provided that, after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Credit Exposure shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and re-borrow Revolving Loans. Amounts paid or prepaid in respect of the Term A Loans and Initial Term B Loans may not be re-borrowed. (b) Subject to satisfaction of the terms and conditions expressly set forth herein and in Section 2.01(e)Amendment No. 2, each Delayed Draw Term A Lender severally agrees to make to the Borrowers on any Business Day during the period from the Business Day immediately following the Amendment No. 2 Closing Date through the Delayed Draw Term A Commitment Termination Date (such period, the Borrower“Delayed Draw Term Loan Availability Period”) one or more Borrowings denominated in Dollars in an aggregate amount not to exceed at any time outstanding the amount of such Delayed Draw Term A Lender’s Delayed Draw Term A Commitment. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be re-borrowed. Each Borrowing consisting of a Borrowing of Delayed Draw Term A Loans made on the applicable Delayed Draw Term A Loan Funding Date shall be in a minimum principal amount of $5,000,000 and in increments of $1,000,000 in excess thereof. (c) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, and Extension Amendment or Incremental Facility Amendment, each LenderLender with an Additional Commitment of a given Class, severally and not jointly, agree that if the Bridge Term agrees to make Additional Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal Class to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Borrowers, which Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by not exceed for any such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any incurrence thereof the Additional Commitment of such conversionClass of such Lender as set forth in the applicable Refinancing Amendment, there shall exist no Event Extension Amendment or Incremental Facility Amendment (it being understood and agreed, as described in the definition of Default or event the term “Class” set forth herein that, with notice and/or lapse upon the funding of timeany Delayed Draw Term A Loans hereunder, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers such Delayed Draw Term A Loans and the Lenders other Term A Loans shall have been paid in fullconstitute a single Class of Term A Loans hereunder).

Commitments. Subject to the terms and conditions set forth herein: (a) Each of this Agreement, each Revolving Credit Lender having a Bridge Term Loan Commitment severally agrees to make a Bridge Term Loan Advances to the Borrower, from time to time until the Revolving Credit Termination Date, on a pro rata basis as to the total borrowing requested by the Borrower during under the Certain Funds Period in a principal amount Revolving Credit Facility on any day determined by its Revolving Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Revolving Credit Lenders will not be required and shall have no obligation to exceed its Bridge Term Loan Commitment. make any Advance (bi) Subject to satisfaction so long as not all of the conditions set forth in under Section 2.01(e)5.2 hereof have been fulfilled, the Borrower, (ii) so long as a Default or an Event of Default has occurred and each Lender, severally and not jointly, agree that is continuing or (iii) if the Bridge Term Administrative Agent has accelerated the maturity of the Revolving Credit Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount as a result of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount Event of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined Default in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans9.1 hereof; provided further, however, that immediately after giving effect to each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to Advance, the principal amount of Rollover Loans issued by Outstanding Revolving Credit Obligations shall not exceed the Total Revolving Credit Commitment. Within such Lenderlimits, the Borrower may borrow, repay and reborrow hereunder, on any Business Day, until, but (as to borrowings and reborrowings) not including, the applicable Revolving Credit Termination Date; provided, however, that (x) no Eurodollar Loan that is a Revolving Credit Loan shall be made which corresponding principal amount has an Interest Period that extends beyond the applicable Revolving Credit Stated Maturity Date and (y) each Revolving Credit Loan that is a Eurodollar Loan may, subject to the provisions of Section 2.12, be repaid only on the last day of the Bridge Term Interest Period with respect thereto unless the Borrower has paid any amounts due pursuant to Section 4.5 hereof. All borrowings of Revolving Credit Loans shall be satisfied by made ratably under the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers Extended Revolving Credit Facility and the Lenders that are Affiliates Non-Extended Revolving Credit Facility according to the respective Revolving Percentages of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such LenderRevolving Credit Lenders. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: , (ai) Each each Initial Term Lender having a Bridge Term Loan Commitment severally, and not jointly, agrees to make a Bridge Initial Term Loan A-1 Loans to the Borrower during Term A Borrowers on the Certain Funds Period Closing Date in Dollars in a principal amount not to exceed its Bridge Initial Term A-1 Loan Commitment. , (bii) Subject to satisfaction of the conditions set forth in Section 2.01(e)each Initial Term Lender severally, the Borrower, and each Lender, severally and not jointly, agree that if agrees to make Initial Term A-2 Loans to the Bridge Term Loans have not been repaid in full A Borrowers on the Bridge Closing Date in Dollars in a principal amount not to exceed its Initial Term A-2 Loan Commitment, (iii) each Initial Term Lender severally, and not jointly, agrees to make Initial Term B Loans to the Term B Borrowers on the Closing Date in Dollars in a principal amount not to exceed its Initial Term B Loan Commitment and (iv) each Revolving Lender severally, and not jointly, agrees to make Revolving Loans to any Revolving Borrower in Dollars at any time and from time to time on and after the Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in accordance with the terms hereof; provided that, (A) after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Credit Exposure shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment and (B) after giving effect to the Borrowing of the Initial Term A-1 Loans and the Initial Term A-2 Loans on the Closing Date, the then outstanding aggregate principal amount of each Lender’s Bridge Initial Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, A-1 Loans and/or the “Rollover Loans”) by the Borrower on the Bridge Initial Term Loan Maturity Date in an aggregate principal amount equal A-2 Loans made to the then outstanding principal amount of such Lender’s Bridge Term Parent shall not exceed $200,000,000. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, any Revolving Borrower may borrow, pay or prepay and reborrow Revolving Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid paid or prepaid in respect of Rollover the Initial Term Loans may not be reborrowed. (db) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition Subject to the Borrower) terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to enforce the obligations make Additional Loans of any Lender that has not made its share of the Loans to be made by it available such Class to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of relevant Borrower, which Loans shall not exceed for any such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) Lender at the time of any incurrence thereof the Additional Commitment of such conversionClass of such Lender as set forth in the applicable Refinancing Amendment, there shall exist no Event of Default Extension Amendment or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullIncremental Facility Agreement.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth herein: (a) Each forth, each Revolving Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lenderagrees, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted to make revolving credit loans (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Revolving Credit Loans”) by in Dollars to the Borrower or any Domestic Subsidiary Borrower, at any time and from time to time on and after the Bridge Term Loan Closing Date and until the earlier of the Maturity Date and the termination of the Revolving Commitment of such Lender, in an aggregate principal amount equal at any time outstanding not to exceed such Lender’s Revolving Commitment minus the then outstanding principal amount sum of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. pro rata share of (ci) Upon the conversion of then current Revolving L/C Exposure and (ii) the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a aggregate principal amount of the Bridge Term Swingline Loans held outstanding at such time plus the amount by which the Competitive Loans outstanding at such Lender corresponding time shall be deemed to have used such Lender’s Revolving Commitment pursuant to Section 2.20 subject, however, to the conditions that (a) at no time shall (i) the Revolving Credit Exposure exceed (ii) the Total Revolving Commitment and (b) at all times the outstanding aggregate principal amount of Rollover all Revolving Credit Loans issued made by such Lender, which corresponding each Revolving Lender shall equal the product of (i) the percentage that its Revolving Commitment represents of the Total Revolving Commitment times (ii) the outstanding aggregate principal amount of the Bridge Term all Revolving Credit Loans shall be satisfied made pursuant to a notice given by the conversion Borrower or any Subsidiary Borrower under Section 2.3. The Revolving Commitments of such Bridge Term Loans into Rollover Loans in accordance with the Lenders may be terminated or reduced from time to time pursuant to Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed2.14 or Section 7. (db) For Within the avoidance of doubtforegoing limits, the Joint Lead Arrangers Borrower and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Domestic Subsidiary Borrower may borrow, pay or repay and reborrow Revolving Credit Loans to be made by it available to the Administrative Agent hereunder, on and after the Closing Date by the time set forth in Section 2.03 and prior to the extent Maturity Date, upon the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is terms and subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fulllimitations set forth herein.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Lender having a Bridge Term Loan Commitment severally agrees to make loans (each such loan, a Bridge Term Loan “Revolving A Loan”) to the Borrower Company in Dollars or in one or more Alternative Currencies from time to time on any Business Day during the Certain Funds Availability Period in a principal an aggregate amount not to exceed its Bridge Term Loan at any time outstanding the amount of such Lender’s Revolving A Commitment; provided, however, that after giving effect to any Borrowing of Revolving A Loans, (i) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (ii) the Revolving A Credit Exposure of any Lender shall not exceed such Lender’s Revolving A Commitment and (iii) the aggregate Outstanding Amount of all Revolving A Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Lender’s Revolving A Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving A Loans may be Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the Borrowereach Lender severally agrees to make loans (each such loan, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion“Revolving B Loan”) into a loan (individually a “Rollover Loan” and collectively, to the “Rollover Loans”) by Dutch Borrower in Dollars or in one or more Alternative Currencies from time to time on any Business Day during the Borrower on the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal not to exceed at any time outstanding the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion Revolving B Commitment; provided, however, that after giving effect to any Borrowing of the Bridge Term Loans into Rollover Revolving B Loans, each (i) the Total Revolving B Outstandings shall not exceed the Aggregate Revolving B Commitments and (ii) the Revolving B Credit Exposure of any Lender shall cancel on its records a principal amount not exceed such Lender’s Revolving B Commitment. Within the limits of the Bridge Term Loans held by such Lender corresponding each Lender’s Revolving B Commitment, and subject to the principal amount of Rollover Loans issued by such Lenderother terms and conditions hereof, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Dutch Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Amounts repaid in respect of Rollover Revolving B Loans may not be reborrowedBase Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: (a) Each each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan B Loans in Dollars to the Borrower during on the Certain Funds Period Closing Date in a an aggregate principal amount not to exceed its Bridge Term B Loan Commitment., (b) Subject each Lender agrees to satisfaction make Revolving Facility Loans of the conditions set forth a Class in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by Dollars to the Borrower on from time to time during the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal to the then outstanding principal amount of that will not result in (i) such Lender’s Bridge Term Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13., (c) Upon each Lender having an Incremental Term Loan Commitment agrees, subject to the conversion of terms and conditions set forth in the Bridge applicable Incremental Assumption Agreement, to make Incremental Term Loans into Rollover Loansto the Borrower, each Lender shall cancel on its records a in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, and (d) amounts of the Bridge Term B Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with borrowed under Section 2.01(b). Amounts 2.01(a) or Section 2.01(c) that are repaid in respect of Rollover Loans or prepaid may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: (a) Each of this Agreement, each Lender having a Bridge Term Loan Commitment severally agrees to make a Bridge Term Loan advances to the Borrower during in US Dollars or in one or more Alternative Currencies from time to time, subject to the Certain Funds Period in a principal amount not provisions of Section 2.4, from the Closing Date to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal at any time outstanding up to but not exceeding the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at Commitment as then in effect; provided, however, (a) the aggregate Outstanding Amount of (i) the Revolving Loan outstanding applicable to a rate determined in accordance with Section 2.13. (c) Upon the conversion Lender plus such Lender’s Commitment Percentage of the Bridge Term Loans Outstanding Amount of all L/C Obligations shall not at any time exceed such Lender’s Commitment, (ii) the Loan (inclusive of such Lender’s obligation to make advances under the Revolving Loan to pay Swingline Advances) outstanding applicable to a Lender plus such Lender’s Commitment Percentage of the Outstanding Amount of all L/C Obligations shall not at any time exceed such Lender’s Commitment and (iii) the Revolving Loan and L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, and (b) the Total Outstandings shall not at any time exceed the aggregate Commitments. Subject to the foregoing limitations, and the other terms and provisions of this Agreement, the Borrower may borrow, prepay and reborrow hereunder the amount of the Commitments and may establish a Base Rate Balance and Libor Balances thereunder and, until the Maturity Date, the Borrower may Continue Libor Balances established under the Revolving Loan or Convert Balances established under the Revolving Loan as either Libor Balances or Base Rate Balances into Rollover LoansBase Rate Balances or Libor Balances, each Lender as applicable. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may from time to time request, and Bank of America may in its discretion from time to time advance in US Dollars (but shall cancel on its records a in no event be obligated to advance), revolving loans which are to be funded solely by Bank of America (the “Swingline Advances”); provided, however, that (i) the aggregate principal amount of the Bridge Term Loans held by such Lender corresponding to Swingline Advances outstanding at any time shall not exceed twenty million US Dollars ($20,000,000) and the principal amount of Rollover Loans issued by such Lender, which corresponding Total Outstandings shall not exceed the aggregate principal amount of the Bridge Term Loans Commitments and (ii) Bank of America shall be satisfied by give the conversion Agent and each Lender written notice of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(bthe aggregate outstanding principal amount of the Swingline Advances upon the written request of the Agent or any Lender (but no more often than once every calendar quarter). Amounts repaid in respect Furthermore, upon one (1) Business Day’s prior written notice given by Bank of Rollover Loans may not be reborrowed. (d) For America to the avoidance of doubt, the Joint Lead Arrangers Agent and the other Lenders that are Affiliates at any time and from time to time (including at any time following the occurrence of a Default or an Event of Default) and, in any event, without notice on the Joint Lead Arrangers shall be entitled Business Day immediately preceding the Maturity Date, each Lender (including Bank of America) severally agrees, irrevocably and unconditionally, as provided in addition the first sentence of this Section 2.1, and notwithstanding anything to the Borrower) to enforce the obligations of contrary contained in this Agreement, any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers Default or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event thatthe inability or failure of the Borrower or any of its Subsidiaries to satisfy any condition precedent to funding any advance under the Loan contained in Article 8 (which conditions precedent shall not apply to this sentence), with notice and/or lapse to make an advance under the Revolving Loan, in the form of timea Base Rate Balance, could become in an Event amount equal to its Commitment Percentage of Default; and (ii) all fees due the aggregate principal amount of the Swingline Advances then outstanding, and the proceeds of such advance under the Revolving Loan shall be promptly paid by the Agent to Bank of America and applied as a repayment of the aggregate principal amount of the Swingline Advances then outstanding. Subject to the Joint Lead Arrangers other terms and provisions of this Agreement, the Lenders Borrower may borrow, prepay and reborrow hereunder the Swingline Advances and may establish a Base Rate Balance and IBOR Balances thereunder and, until the Maturity Date, the Borrower may Continue IBOR Balances established under the Swingline Advances or Convert Balances established under the Swingline Advances as either IBOR Balances or Base Rate Balances into Base Rate Balances or IBOR Balances, as applicable. Each Type of Balance under the Loan advanced by each Lender shall have been paid in fullbe established and maintained at such Lender’s Applicable Lending Office for such Type of Balance.

Commitments. Subject to (a) On the terms and subject to the conditions set forth herein: (a) Each contained in this Agreement, each Lender having a Bridge Term Loan Commitment severally, but not jointly, agrees to make a Bridge make, on the Closing Date, Closing Date Term Loan Loans to the Borrower during the Certain Funds Period in a principal an amount not equal to exceed its Bridge such Lender’s Closing Date Term Loan Commitment. (b) Subject On the terms and subject to satisfaction of the conditions set forth contained in Section 2.01(e)this Agreement, the Borrowereach Lender severally, and each Lender, severally and but not jointly, agree that if agrees to make, from time to time after the Bridge Closing Date, Delayed Draw Term Loans have not been repaid to Borrower in full on the Bridge an amount equal to such Lender’s Delayed Draw Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Commitment. Each Delayed Draw Term Loan shall immediately after such latest specified time for payment, automatically be converted made by an irrevocable written request by the Chief Financial Officer of Borrower delivered to Agent (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover LoansBorrowing Notice”). The Borrowing Notice must be received by Agent no later than 10:00 a.m. (California time) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal Business Day that is three Business Days prior to the then outstanding principal amount requested date of such Lender’s Bridge funding the Delayed Draw Term LoansLoan. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. Every Borrowing Notice must specify: (ci) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Delayed Draw Term Loan, (ii) the requested funding date for the Delayed Draw Term Loan, which shall be a Business Day, (iii) that the conditions to funding the requested Delayed Draw Term Loan have been satisfied, and (iv) wire instructions. The Loans held made by such each Lender corresponding to and interest accruing thereon shall be evidenced by the principal amount records of Rollover Loans issued by Agent and such Lender, which corresponding principal amount provided that the records of the Bridge Term Loans Agent shall be satisfied by conclusive absent manifest error. At the conversion request of any Lender, Borrower shall reasonably promptly deliver a Note to such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Lender. Amounts of Loans repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Revolving Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to the Borrower in Agreed Currencies from time to time during the Certain Funds Availability Period in a an aggregate principal amount that will not result in (i) such Revolving Lender’s Revolving Credit Exposure exceeding such Revolving Lender’s Revolving Commitment, or (ii) the aggregate Revolving Credit Exposures exceeding the aggregate Revolving Commitments. Within the foregoing limits and subject to exceed its Bridge Term Loan Commitmentthe terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans in Agreed Currencies. (b) Subject to satisfaction of the terms and conditions set forth herein, each Term A Loan Lender agrees to make Term A Loans in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by U.S. Dollars to the Borrower on the Bridge Term Loan Maturity Effective Date in an aggregate principal amount equal to its Term A Loan Commitment; provided, that the then making of such Term A Loans will not result in (i) the outstanding principal amount of such Term A Loan Lender’s Bridge Term LoansA Loans exceeding the amount of such Term A Loan Lender’s Term A Loan Commitment and (ii) the aggregate outstanding principal amount of all Term A Loans exceeding the aggregate of the Term A Loan Commitments. Rollover No amount in respect of the Term A Loans will bear interest may be reborrowed once it has been repaid. Term A Loans shall be made available in immediately funds in U.S. Dollars in such account and at a rate determined in accordance with Section 2.13such time on the Effective Date as designated by the Administrative Agent to the Term A Loan Lenders. (c) Upon Subject to the conversion of the Bridge Term Loans into Rollover Loansterms and conditions set forth herein, each Term B Loan Lender shall cancel agrees to make Term B Loans in U.S. Dollars to the Borrower on the Effective Date in an aggregate principal amount equal to its records a Term B Loan Commitment; provided, that the making of such Term B Loans will not result in (i) the outstanding principal amount of such Term B Loan Lender’s Term B Loans exceeding the Bridge amount of such Term Loans held by such Lender corresponding to B Loan Lender’s Term B Loan Commitment and (ii) the aggregate outstanding principal amount of Rollover all Term B Loans issued by such Lender, which corresponding principal amount exceeding the aggregate of the Bridge Term B Loan Commitments. No amount in respect of the Term B Loans may be reborrowed once it has been repaid. Term B Loans shall be satisfied made available in immediately funds in U.S. Dollars in such account and at such time on the Effective Date as designated by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such LenderTerm B Loan Lenders. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein: forth, (ai) Each each Lender having a Bridge an Initial Term Loan Commitment severally agrees to make a Bridge Initial Term Loan Loans denominated in Dollars to the Borrower during on the Certain Funds Period in a principal amount Closing Date, which Initial Term Loans shall not to exceed its Bridge for any such Lender the Initial Term Loan CommitmentCommitment of such Lender and in the aggregate shall not exceed $820,000,000 and (ii) each Lender having an Amendment No. 1 New Term Loan Commitment severally agrees to make Amendment No. 1 New Term Loans denominated in Dollars to the Borrower on the Amendment No. 1 Effective Date, which Amendment No. 1 New Term Loans shall not exceed for any such Lender the Amendment No. 1 New Term Commitment of such Lender and in the aggregate shall not exceed $400,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to satisfaction and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars or in any other Alternative Currency to the Borrower (on a joint and several basis) from its applicable lending office in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that Revolving Credit Loans made in any Alternative Currency must be LIBOR Loans) that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Credit Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Credit Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Credit Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class; provided that, notwithstanding the foregoing, the aggregate amount of Revolving Credit Loans made on the Closing Date shall not exceed the sum of (i) an amount sufficient to fund any working capital needs and/or working capital adjustments of the Borrower and its Restricted Subsidiaries plus (ii) an amount sufficient to fund the Transactions. (c) Subject to and upon the terms and conditions herein set forth forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans denominated in Dollars (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of this Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitments at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. So long as any Lender is a Defaulting Lender, the Swingline Lender may require, in its sole discretion, as a condition precedent to the issuance, amendment or increase of any Swingline Loan, that the Borrower Cash Collateralize such Swingline Loan in an amount equal to the Swingline Lender’s Fronting Exposure immediately prior to, or simultaneously with, the issuance, amendment or increase of such Swingline Loan. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower, the Administrative Agent or the Required Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall be deemed to be provided by the Swingline Lender in accordance with this Section 2.1(d)), in which case (i) Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit 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 to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.01(e2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the Section 2.1(d) by the date specified for such payment, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each so paid shall constitute such Lender’s Bridge Term committed Loan included in the relevant committed Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e) shall immediately after such latest specified time for payment, automatically be converted conclusive absent manifest error. (a Rollover Conversionf) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) into at a loan time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (individually each a “Rollover LoanNon-Expiring Credit Commitment” and collectively, the “Rollover LoansNon-Expiring Credit Commitments”) ), then with respect to each outstanding Swingline Loan, if consented to by the Borrower Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the Bridge Term earliest occurring maturity date such Swingline Loan Maturity Date in an aggregate principal amount equal shall be deemed reallocated to the then outstanding principal tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon reallocation would cause the conversion of aggregate credit exposure to exceed the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Swingline Loans to be made by it available reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers foregoing, if a Default or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event thathas occurred and is continuing, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due the Borrower shall still be obligated to pay Swingline Loans allocated to the Joint Lead Arrangers Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Lenders shall have been paid in fullBorrower, without the consent of any other Person.

Commitments. (a) Subject to and upon the terms and conditions herein set forth, each Lender having a Term Loan Commitment severally agrees to make a Term Loan on the Closing Date to the Borrower, which Term Loans shall not exceed for any such Lender the Term Loan Commitment of such Lender. Such Term Loans (i) shall be made on the Closing Date, (ii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Term Loans; provided that all such Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (iii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, and (iv) shall not exceed in the aggregate the total of all Term Loan Commitments. On the Term Loan Maturity Date, all Original Term Loans shall be repaid in full. All Other Term Loans shall be repaid in full on the Maturity Date set forth in the applicable Incremental Amendment, Refinancing Amendment or Loan Modification Agreement. (i) Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a Revolving Credit Loan or Revolving Credit Loans to the Borrower, which Revolving Credit Loans (A) (1) that are Non-Extended Revolving Credit Loans shall be made by such Lender with Non-Extended Revolving Credit Commitments at any time and from time to time after the Closing Date and prior to the Non-Extended Revolving Credit Maturity Date and (2) that are Fourth Amendment Revolving Credit Loans shall be made by such Lender with Fourth Amendment Revolving Credit Commitments at any time and from time to time on or after the Fourth Amendment Effective Date and prior to the Revolving Credit Maturity Date; provided that Revolving Credit Loans may be made on the Closing Date in an amount not to exceed $48,000,000, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any such Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect. (ii) Each Lender may, at its option, make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 3.5 shall apply). On the First Amendment Effective Date, all Original Revolving Credit Loans were repaid in full. On the Non-Extended Revolving Credit Maturity Date, the Non-Extended Revolving Credit Loans then outstanding shall be repaid in full (it being understood that any such Non-Extended Revolving Credit Loans may, at the Borrower’s option, be repaid with the proceeds of Fourth Amendment Extended Revolving Credit Loans made on the Non-Extended Revolving Credit Maturity Date, subject to the terms and conditions applicable to Fourth Amendment Extended Revolving Credit Loans). On the Revolving Credit Maturity Date, all Revolving Credit Loans then outstanding shall be repaid in full, except to the extent set forth herein: (a) Each Lender having a Bridge Term in any applicable Incremental Amendment, Refinancing Amendment or Loan Commitment agrees Modification Agreement with respect to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitmentany Other Revolving Credit Loans. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (diii) For the avoidance of doubtdoubt and notwithstanding anything to the contrary expressed or implied herein, for so long as any Class of Revolving Credit Commitments has an earlier Maturity Date than any other Class of Revolving Credit Commitments (such Class with the Joint Lead Arrangers and earliest occurring Maturity Date being referred to as the Lenders that are Affiliates “Earliest Maturing Revolving Class”), (w) each Borrowing of the Joint Lead Arrangers Revolving Credit Loans shall be entitled made pro rata across all such Classes (in addition based on the aggregate unutilized Revolving Credit Commitments with respect to the Borrowereach such Class) (but excluding any Earliest Maturing Revolving Class with respect to enforce the obligations of any Lender that has not made its share of the Loans Borrowings to be made by it available on the Maturity Date of such Class or the date the Revolving Credit Commitments with respect to such Class are terminated so long as all Revolving Credit Commitments and all Revolving Credit Loans under such Class have been terminated and repaid concurrently with or prior to such Borrowing), (x) each payment or prepayment (whether pursuant to Section 5.1 or 5.2 or otherwise) of Revolving Credit Loans shall be made pro rata across all such Classes (based on the aggregate principal amount of Revolving Credit Loans then outstanding with respect to each such Class), (y) any termination or reduction of Revolving Credit Commitments shall be made pro rata across all such Classes (based on the aggregate Revolving Credit Commitments with respect to each such Class), and (z) subject to the Administrative Agent last sentence of Section 3.3(a), all L/C Participations shall be pro rata across all such Classes (based on the Closing aggregate Revolving Credit Commitments with respect to each such Class); provided that, in the case of any prepayment or repayment of Revolving Credit Loans under the Earliest Maturing Revolving Class or termination or reduction of Revolving Credit Commitments under such Class either on (A) the Maturity Date by the time set forth in Section 2.03 for such Class or (B) an earlier date, solely to the extent the Joint Lead Arrangers Revolving Credit Loans under such Class are being repaid in full on such date and all Revolving Credit Commitments under such Class have been terminated on or their affiliates have funded on behalf prior to such date, any such prepayment, repayment, reduction or termination shall be applied (or, in the case of any voluntary prepayment pursuant to Section 5.1 or voluntary reduction pursuant to Section 4.2, at the Borrower’s option, may be applied) first to the Revolving Credit Loans under such Lender. (e) The ability Class until paid in full and to the Revolving Credit Commitments under such Class until terminated in full, as applicable, unless immediately after giving effect thereto the Aggregate Revolving Credit Outstandings would exceed 100% of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid Total Revolving Credit Commitment as then in fulleffect.

Commitments. (a) Subject to the terms and conditions set forth herein: , (ai) Each each Initial Term Lender having a Bridge Term Loan Commitment severally, and not jointly, agrees to make a Bridge Initial Term Loan Loans to the Borrower during on the Certain Funds Period Closing Date in Dollars in a principal amount not to exceed its Bridge Initial Term Loan Commitment. Commitment and (bii) Subject to satisfaction of the conditions set forth in Section 2.01(e)each Revolving Lender severally, the Borrower, and each Lender, severally and not jointly, agree that if agrees to make Initial Revolving Loans to the Bridge Term Loans have not been repaid Borrower in full on Dollars at any time and from time to time after the Bridge Term Loan Maturity Closing Date, and until the then outstanding principal amount earlier of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Initial Revolving Credit Maturity Date in an aggregate principal amount equal to and the then outstanding principal amount termination of the Initial Revolving Credit Commitment of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined Initial Revolving Lender in accordance with Section 2.13. (c) Upon the conversion terms hereof; provided that, after giving effect to any Borrowing of the Bridge Term Loans into Rollover Initial Revolving Loans, each Lender the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Credit Exposure shall cancel on its records a principal amount of not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the Bridge Term Loans held by such Lender corresponding foregoing limits and subject to the principal amount of Rollover Loans issued by such Lenderterms, which corresponding principal amount of conditions and limitations set forth herein, the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts repaid paid or prepaid in respect of Rollover the Initial Term Loans may not be reborrowed. (db) For Subject to the avoidance terms and conditions of doubtthis Agreement and any Incremental Facility Amendment, the Joint Lead Arrangers each Lender with an Incremental Commitment of a given Class, severally and the Lenders that are Affiliates not jointly, agrees to make Incremental Loans of the Joint Lead Arrangers shall be entitled (in addition such Class to the Borrower) to enforce the obligations of , which Loans shall not exceed for any such Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any incurrence thereof the Incremental Commitment of such conversion, there shall exist no Event Class of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to such Lender as set forth in the Joint Lead Arrangers and the Lenders shall have been paid in fullapplicable Incremental Facility Amendment.

Commitments. (1) Subject to and upon the terms and conditions herein set forth herein: (a) Each forth, each Lender having a Bridge an Initial Term Loan Commitment severally agrees to make a Bridge loan or loans (each, an “Initial Term Loan”) to the Borrowers on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,072,500,000. Subject to and upon the terms and conditions herein set forth, each Lender having an Delayed Draw Term Loan Commitment severally agrees to make a loan or loan (each, an “Delayed Draw Term Loan”) to the Borrower during Borrowers at any time after the Certain Funds Period Delayed Draw Closing Date up until the Delayed Draw Term Loan Commitment Termination Date, which Delayed Draw Term Loans shall not exceed for any such Lender the Delayed Draw Term Loan Commitment of such Lender and in a principal amount the aggregate shall not exceed $1,425,000,000. Term Loans may at the option of the Borrowers be incurred and maintained as, and/or converted into ABR Loans or SOFR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed its Bridge for any such Lender the Term Loan Commitment or Delayed Draw Term Loan Commitment, as applicable, of such Lender, and (iv) shall not exceed in the aggregate the Total Term Loan Commitments or Delayed Draw Term Loan Commitments, as applicable. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. On the Delayed Draw Term Loan Maturity Date, all then unpaid Delayed Draw Term Loans shall be repaid in full in Dollars. For the avoidance of doubt, Term Loans shall only be available in Dollars. (b) Subject to satisfaction of and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Section 2.01(e)any Available Currency to the Borrowers from its applicable lending office (each, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion“Revolving Credit Loan”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal not to exceed at any time outstanding the then outstanding principal amount of such Revolving Credit Lender’s Bridge Term Loans. Rollover Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans will bear interest (A) shall be made available in an aggregate principal amount not to exceed (i) $150,000,000 at a rate determined any time and from time to time on and after the Closing Date and prior to the Delayed Draw Closing Date (or if none, the Revolving Credit Maturity Date) and (ii) $200,000,000 at any time and from time to time on and after the Delayed Draw Closing Date and prior to the Revolving Credit Maturity Date, (B) may be repaid (without premium or penalty) and reborrowed in accordance with Section 2.13. the provisions hereof, (cC) Upon shall not, for any Lender at any time, after giving effect thereto and to the conversion application of the Bridge Term proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans into Rollover Loansat such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, each Lender shall cancel on its records a principal after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Bridge Term Loans held by Revolving Credit Lenders’ Revolving Credit Exposures at such Lender corresponding to time exceeding the principal amount of Rollover Loans issued by such Lender, which corresponding principal Total Revolving Credit Commitment then in effect or the aggregate amount of the Bridge Term Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. Revolving Credit Loans (w) denominated in Dollars may be ABR or SOFR Loans, as further provided herein, (x) denominated in euros, shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans EURIBOR Rate Loans, (y) denominated in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubtSterling, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled ▇▇▇▇▇ Loans and (z) denominated in addition any other Available Currency, shall be rate designated with respect to such Available Currency at the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made time such Available Currency is approved by it available to the Administrative Agent and the Revolving Credit Lenders. Automatically upon the occurrence of the Delayed Draw Closing Date, the Delayed Revolving Credit Commitments shall constitute an increase to the Revolving Credit Facility and shall be added to (and constitute a part of, be of the same Class as and have the same terms as) the Initial Revolving Credit Commitments, and shall be added to each Borrowing of outstanding Revolving Loans and Letters of Credit on a pro rata basis (based on the Closing Date by relative sizes of such Borrowings), so that each Revolving Credit Lender providing such Delayed Revolving Credit Commitments will participate proportionately in each outstanding Borrowing thereunder. The Administrative Agent is hereby authorized to take all actions as may be reasonably necessary and to mark the time Register accordingly to reflect the amendments and adjustments set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lenderherein. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein: forth, (ai) Each each Lender having a Bridge Closing Date Term Loan Commitment severally agrees to make a Bridge Closing Date Term Loan Loans denominated in Dollars to the Borrower during on the Certain Funds Period Closing Date, which Closing Date Term Loans shall not exceed for any such Lender the Closing Date Term Loan Commitment of such Lender and in a principal amount the aggregate shall not exceed $820,000,000, (ii) each Lender having an Amendment No. 1 New Term Loan Commitment severally agrees to make Amendment No. 1 New Term Loans denominated in Dollars to the Borrower on the Amendment No. 1 Effective Date, which Amendment No. 1 New Term Loans shall not exceed its Bridge for any such Lender the Amendment No. 1 New Term Commitment of such Lender and in the aggregate shall not exceed $400,000,000 and (iii) each Lender having an Amendment No. 3 New Term Loan Commitment severally agrees to make Amendment No. 3 New Term Loans denominated in Dollars to the Borrower on the Amendment No. 3 Effective Date, which Amendment No. 3 New Term Loans shall not exceed for any such Lender the Amendment No. 3 New Term Commitment of such Lender and in the aggregate shall not exceed $300,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Closing Date Term Loan Commitment, Amendment No. 1 New Term Loan Commitment and/or Amendment No. 3 New Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans and Amendment No. 3 New Term Loans shall be repaid in full in Dollars. (b) Subject to satisfaction and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars or in any other Alternative Currency to the Borrower (on a joint and several basis) from its applicable lending office in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that Revolving Credit Loans made in any Alternative Currency must be LIBOR Loans) that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Credit Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Credit Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Credit Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class; provided that, notwithstanding the foregoing, the aggregate amount of Revolving Credit Loans made on the Closing Date shall not exceed the sum of (i) an amount sufficient to fund any working capital needs and/or working capital adjustments of the Borrower and its Restricted Subsidiaries plus (ii) an amount sufficient to fund the Transactions. (c) Subject to and upon the terms and conditions herein set forth forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans denominated in Dollars (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of this Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitments at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. So long as any Lender is a Defaulting Lender, the Swingline Lender may require, in its sole discretion, as a condition precedent to the issuance, amendment or increase of any Swingline Loan, that the Borrower Cash Collateralize such Swingline Loan in an amount equal to the Swingline Lender’s Fronting Exposure immediately prior to, or simultaneously with, the issuance, amendment or increase of such Swingline Loan. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower, the Administrative Agent or the Required Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall be deemed to be provided by the Swingline Lender in accordance with this Section 2.1(d)), in which case (i) Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit 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 to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.01(e2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the Section 2.1(d) by the date specified for such payment, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each so paid shall constitute such Lender’s Bridge Term committed Loan included in the relevant committed Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e) shall immediately after such latest specified time for payment, automatically be converted conclusive absent manifest error. (a Rollover Conversionf) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) into at a loan time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (individually each a “Rollover LoanNon-Expiring Credit Commitment” and collectively, the “Rollover LoansNon-Expiring Credit Commitments”) ), then with respect to each outstanding Swingline Loan, if consented to by the Borrower Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the Bridge Term earliest occurring maturity date such Swingline Loan Maturity Date in an aggregate principal amount equal shall be deemed reallocated to the then outstanding principal tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon reallocation would cause the conversion of aggregate credit exposure to exceed the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Swingline Loans to be made by it available reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers foregoing, if a Default or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event thathas occurred and is continuing, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due the Borrower shall still be obligated to pay Swingline Loans allocated to the Joint Lead Arrangers Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Lenders shall have been paid in fullBorrower, without the consent of any other Person.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Term Lender having a Bridge an Initial Term Loan Commitment agrees severally (i) with respect to make a Bridge its Exit Prepetition Continued Loans, continued its loans constituting Term Loan Claims (as defined in the Reorganization Plan) as loans to the Borrower during the Certain Funds Period hereunder in a principal Dollars in an aggregate amount not exceeding any such Term Lender’s Exit Prepetition Continued Loan Commitment and (ii) with respect to exceed its Bridge Exit DIP Converted Loans, was deemed to have made loans to the Borrower hereunder in Dollars in an aggregate amount not exceeding any such Term Lender’s Exit DIP Converted Loan Commitment, in each case, on a several and not joint basis (such continued loans and loans deemed made hereunder, collectively, the “Initial Term Loans” and each, an “Initial Term Loan”). Amounts repaid or prepaid in respect of Initial Term Loans may not be reborrowed. The Initial Term Loan CommitmentCommitment of each Lender was automatically and permanently reduced to $0 upon the continuation and deemed making of such ▇▇▇▇▇▇’s Initial Term Loans on the Effective Date. (b) Subject to satisfaction of the terms and conditions set forth herein (including in Section 2.01(e4.02 hereof), each Term Lender having an Incremental DDTL Commitment severally, but neither jointly nor jointly and severally, agrees to advance to the BorrowerBorrowers, and each Lenderin a single draw, severally and not jointly, agree that if the Bridge Term its respective pro rata share of Incremental DDTL Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of each such Term Lender’s Bridge Incremental DDTL Commitment. Amounts repaid or prepaid in respect of Incremental DDTL Loans may not be reborrowed. The Incremental DDTL Loans (if and when advanced) shall be deemed to have been made in the aggregate as Term Loans. Rollover Loan to the Borrowers under this Agreement and to constitute a part of the principal balance of the Term Loans will bear interest at a rate determined pursuant to the same terms as all other Term Loans outstanding under this Agreement (except solely with respect to the rights of Incremental DDTL Lenders as expressly set forth in accordance with the definition of “Required Lenders” and in Section 2.139.02 hereof). (c) Upon Notwithstanding anything else herein or otherwise to the conversion contrary, the priority of payment, repayment, and prepayment of the Bridge Initial Term Loans into Rollover and the Incremental DDTL Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lendertogether with all interest, which corresponding principal amount of the Bridge Term Loans fees, and other amounts payable in respect thereof, shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans pro rata and pari passu in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedall respects. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein: forth, (ai) Each each Lender having a Bridge an Initiala Closing Date Term Loan Commitment severally agrees to make a Bridge InitialClosing Date Term Loan Loans denominated in Dollars to the Borrower during on the Certain Funds Period Closing Date, which InitialClosing Date Term Loans shall not exceed for any such Lender the InitialClosing Date Term Loan Commitment of such Lender and in a principal amount the aggregate shall not exceed $820,000,000 and820,000,000, (ii) each Lender having an Amendment No. 1 New Term Loan Commitment severally agrees to make Amendment ▇▇. ▇ ▇▇▇ ▇▇▇▇ Loans denominated in Dollars to the Borrower on the Amendment No. 1 Effective Date, which Amendment No. 1 New Term Loans shall not exceed its Bridge for any such Lender the Amendment No. 1 New Term Commitment of such Lender and in the aggregate shall not exceed $400,000,000.400,000,000 and (iii) each Lender having an Amendment No. 3 New Term Loan Commitment severally agrees to make Amendment No. 3 New Term Loans denominated in Dollars to the Borrower on the Amendment No. 3 Effective Date, which Amendment No. 3 New Term Loans shall not exceed for any such Lender the Amendment No. 3 New Term Commitment of such Lender and in the aggregate shall not exceed $300,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the InitialClosing Date Term Loan Commitment, Amendment No. 1 New Term Loan Commitment and/or Amendment No. 3 New Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans and Amendment No. 3 New Term Loans shall be repaid in full in Dollars. (b) Subject to satisfaction and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars or in any other Alternative Currency to the Borrower (on a joint and several basis) from its applicable lending office in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that Revolving Credit Loans made in any Alternative Currency must be LIBOR Loans) that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Credit Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Credit Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Credit Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class; provided that, notwithstanding the foregoing, the aggregate amount of Revolving Credit Loans made on the Closing Date shall not exceed the sum of (i) an amount sufficient to fund any working capital needs and/or working capital adjustments of the Borrower and its Restricted Subsidiaries plus (ii) an amount sufficient to fund the Transactions. (c) Subject to and upon the terms and conditions herein set forth forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans denominated in Dollars (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of this Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitments at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. So long as any Lender is a Defaulting Lender, the Swingline Lender may require, in its sole discretion, as a condition precedent to the issuance, amendment or increase of any Swingline Loan, that the Borrower Cash Collateralize such Swingline Loan in an amount equal to the Swingline Lender’s Fronting Exposure immediately prior to, or simultaneously with, the issuance, amendment or increase of such Swingline Loan. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower, the Administrative Agent or the Required Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall be deemed to be provided by the Swingline Lender in accordance with this Section 2.1(d)), in which case (i) Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit 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 to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.01(e2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the Section 2.1(d) by the date specified for such payment, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each so paid shall constitute such Lender’s Bridge Term committed Loan included in the relevant committed Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e) shall immediately after such latest specified time for payment, automatically be converted conclusive absent manifest error. (a Rollover Conversionf) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) into at a loan time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (individually each a “Rollover LoanNon-Expiring Credit Commitment” and collectively, the “Rollover LoansNon-Expiring Credit Commitments”) ), then with respect to each outstanding Swingline Loan, if consented to by the Borrower Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the Bridge Term earliest occurring maturity date such Swingline Loan Maturity Date in an aggregate principal amount equal shall be deemed reallocated to the then outstanding principal tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon reallocation would cause the conversion of aggregate credit exposure to exceed the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Swingline Loans to be made by it available reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers foregoing, if a Default or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event thathas occurred and is continuing, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due the Borrower shall still be obligated to pay Swingline Loans allocated to the Joint Lead Arrangers Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Lenders shall have been paid in fullBorrower, without the consent of any other Person.

Commitments. (a) Subject to the terms and conditions set forth herein: , (ai) Each each Tranche A Term Lender having a Bridge Term Loan Commitment agrees to make a Bridge Tranche A Term Loan to the Parent Borrower during on the Certain Funds Period Closing Date in a principal amount not exceeding its Tranche A Term Commitment, (ii) each Revolving Lender agrees to make Revolving Loans in dollars to the Parent Borrower and the Foreign Subsidiary Borrowers, as the case may be, from time to time during the Revolving Availability Period in an aggregate principal amount at any one time outstanding that, when added to such Lender’s Revolving Exposure at such time, does not exceed its Bridge Term such Lender’s Revolving Commitment, and (iii) each Foreign Currency Lender agrees, with respect to any Foreign Currency Loan Commitmentin a Foreign Currency for which it is designated a Foreign Currency Lender, to make Foreign Currency Loans to the Parent Borrower or the Foreign Subsidiary Borrowers, as the case may be, from time to time during the Revolving Availability Period; provided that after giving effect to the requested Foreign Currency Loan, (x) the Foreign Currency Revolving Exposure of all Revolving Lenders does not exceed the Foreign Currency Sublimit, (y) such Lender’s Revolving Exposure at such time does not exceed the amount of such Lender’s Revolving Commitment and (z) the total Revolving Exposure at such time does not exceed the total Revolving Commitments. (b) Subject Within the foregoing limits and subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the BorrowerParent Borrower and the Foreign Subsidiary Borrowers, as the case may be, may borrow, prepay and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover reborrow Revolving Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid or prepaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each hereof, each Lender having a Bridge Term Loan Commitment severally agrees to make a Bridge Term revolving credit loans denominated in Dollars (“Dollar Revolving Loans”) to any of the Borrowers from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Outstanding Extensions of Credit, shall not exceed such Lender’s Commitment. No Borrower shall request and no Lender shall be required to make any Dollar Revolving Loan if, after making such Dollar Revolving Loan, the Total Outstanding Extensions of Credit shall exceed the Total Commitments then in effect. No Foreign Borrower shall request and no Lender shall be required to make any Dollar Revolving Loan to such Foreign Borrower if, after making such Dollar Revolving Loan, the aggregate Foreign Borrower during Exposure of all Foreign Borrowers shall exceed the Certain Funds Period Aggregate Foreign Sublimit then in a principal amount effect. During the Commitment Period, any of the Borrowers may use the Commitments by borrowing, prepaying and reborrowing the Dollar Revolving Loans in whole or in part, all in accordance with the terms and conditions hereof. The failure of any Lender to make any Dollar Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to exceed its Bridge Term Loan Commitmentmake Dollar Revolving Loans as required. The Dollar Revolving Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2(a) and 2.18. (b) Each Borrower shall repay all outstanding Dollar Revolving Loans borrowed by it on the earlier of the Termination Date and the date on which the Dollar Revolving Loans shall become due and payable in accordance with Section 7. (c) Subject to satisfaction of the terms and conditions set forth in hereof (including, without limitation, Section 2.01(e2.31), each Multicurrency Lender severally agrees, from time to time during the BorrowerCommitment Period, and each Lender, severally and not jointly, agree that if to make revolving credit loans (x) denominated in one or more Foreign Currencies to the Bridge Term Loans have not been repaid Company or (y) denominated in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted Euros to any Foreign Borrower (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Multicurrency Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal (based on the Dollar Equivalent of such Multicurrency Loans) at any one time outstanding which (a) shall not exceed such Multicurrency Lender’s Multicurrency Subcommitment and (b) when added to the then outstanding principal amount of such Lender’s Bridge Term Outstanding Extensions of Credit, shall not exceed such Lender’s Commitment. No Borrower shall request and no Multicurrency Lender shall be required to make any Multicurrency Loan if, after making such Multicurrency Loan (i) the Total Outstanding Extensions of Credit shall exceed the Total Commitments then in effect or (ii) the Dollar Equivalent of the aggregate outstanding Multicurrency Loans shall exceed the Multicurrency Sublimit. No Foreign Borrower shall request and no Lender shall be required to make any Multicurrency Loan to such Foreign Borrower if, after making such Multicurrency Loan, the aggregate Foreign Borrower Exposure of all Foreign Borrowers shall exceed the Aggregate Foreign Sublimit then in effect. During the Commitment Period, the Borrowers may borrow, prepay and reborrow Multicurrency Loans. Rollover Loans will bear interest at a rate determined , in whole or in part, all in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term terms and conditions hereof. All Multicurrency Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedEurocurrency Loans. (d) For Each Borrower shall repay all outstanding Multicurrency Loans borrowed by it on the avoidance earlier of doubt, the Joint Lead Arrangers Termination Date and the Lenders that are Affiliates of date on which the Joint Lead Arrangers Multicurrency Loans shall be entitled (become due and payable in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in accordance with Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender7. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: , each Construction/Term Lender agrees (ai) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge construction loans (the “Construction Loans”) to the Borrower, in each case from time to time during the applicable Availability Period in an aggregate principal amount that will not result in (A) such Lender’s Construction Loans exceeding such Lender’s Construction Commitment, or (B) the aggregate amount of all Construction Loans exceeding the total Construction Commitments and (ii) to make term loans (the “Term Loan Loans”) to the Borrower during on the Certain Funds Period Term Conversion Date in a principal an amount that will not to exceed its Bridge result in (A) such Lenders’ Term Loan CommitmentLoans exceeding such Lender’s Term Commitment or (B) the aggregate amount of all Term Loans exceeding the total Term Commitments. (b) Construction Loans shall Term Convert pursuant to Section 2.04, and Construction Loans and Term Loans shall not be simultaneously outstanding. (c) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, each Revolving Lender agrees to make revolving loans (the “Revolving Loans”) to the Borrower, and in each Lender, severally and not jointly, agree that if case from time to time during the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date applicable Availability Period in an aggregate principal amount equal to the then outstanding principal amount of that will not result in (i) such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by Revolving Facility Exposure exceeding such Lender, which corresponding principal amount of ’s Revolving Commitment and (ii) the Bridge Term Loans shall be satisfied by total Revolving Facility Exposure exceeding the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedtotal Revolving Commitments. (d) For Within the avoidance of doubt, the Joint Lead Arrangers foregoing limits and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following terms and conditions being satisfied: (i) at set forth herein, the time Borrower may borrow, prepay and re-borrow Revolving Loans. Amounts repaid or prepaid in respect of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers Construction Loans and the Lenders shall have been paid in fullTerm Loans may not be re-borrowed.

Commitments. Subject to the terms and conditions set forth herein: (a) Each each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan B Loans in Dollars to the Borrower during on the Certain Funds Period Closing Date in a an aggregate principal amount not to exceed its Bridge Term B Loan Commitment., (b) Subject each Lender agrees to satisfaction make Revolving Facility Loans of the conditions set forth a Class in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by Dollars to the Borrower on from time to time during the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal to the then outstanding principal amount of that will not result in (i) such Lender’s Bridge Term Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13., (c) Upon each Lender having an Incremental Term Loan Commitment agrees, subject to the conversion of terms and conditions set forth in the Bridge applicable Incremental Assumption Agreement, to make Incremental Term Loans into Rollover Loans, each Lender shall cancel on its records a to the Borrower in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, and (d) amounts of the Bridge Term B Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with borrowed under Section 2.01(b). Amounts 2.01(a) or Section 2.01(c) that are repaid in respect of Rollover Loans or prepaid may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Revolving Lender having a Bridge Term Loan Commitment severally, and not jointly, agrees to make a Bridge Term Loan Revolving Loans to the Borrower during in Dollars at any time and from time to time on and after the Certain Funds Period Restatement Effective Date, and until the earlier of the 2024 Refinancing Revolving Credit Maturity Date and the termination of the 2024 Refinancing Revolving Credit Commitment of such Revolving Lender in a principal amount accordance with the terms hereof; provided that, after giving effect to any Borrowing of 2024 Refinancing Revolving Loans, the Outstanding Amount of such 2024 Refinancing Revolving Lender’s 2024 Refinancing Revolving Credit Exposure shall not exceed such 2024 Refinancing Revolving Lender’s 2024 Refinancing Revolving Credit Commitment. Within the foregoing limits and subject to exceed its Bridge Term Loan Commitmentthe terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. (b) Subject to satisfaction the terms and conditions of the conditions set forth in Section 2.01(e)this Agreement and any applicable Refinancing Amendment, the BorrowerExtension Amendment or Incremental Facility Amendment, and each LenderLender with an Additional Commitment of a given Class, severally and not jointly, agree that if the Bridge Term agrees to make Additional Revolving Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition Class to the Borrower) to enforce the obligations of , which Loans shall not exceed for any such Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any incurrence thereof the Additional Commitment of such conversionClass of such Lender as set forth in the applicable Refinancing Amendment, there shall exist no Event of Default Extension Amendment or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullIncremental Facility Amendment.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to each Borrower in Dollars or any Optional Currency other than Yen from time to time during the Availability Period so long as, after giving effect thereto, (i) such Lender's Revolving Credit Exposure will not exceed such Lender's Commitment, (ii) the sum of the total Revolving Credit Exposures will not exceed the sum total of the Commitments and (iii) such Borrowing will not cause TWEAN to exceed the TWEAN Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower during may borrow, prepay and reborrow Revolving Loans. The Revolving Loans made in Dollars may from time to time be Eurocurrency Loans or Alternate Base Rate Loans; the Certain Funds Period Revolving Loans made in a principal amount not Pounds may from time to exceed its Bridge Term Loan Commitmenttime be Eurocurrency Loans or Pound Sterling Overnight Rate Loans; and the Revolving Loans made in Euros may from time to time be Eurocurrency Loans or Euro Overnight Rate Loans, in each case as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.07. TWEAN shall be permitted to borrow in Dollars only. (bi) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the BorrowerYen Fronting Lenders agree to make Yen Loans, and ratably in accordance with their Yen Commitments, to each LenderYen Borrower from time to time during the Availability Period so long as, severally and not jointlyafter giving effect thereto, agree that if (A) the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding aggregate principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Yen Loans will bear interest at a rate determined in accordance with Section 2.13. not exceed the Yen Sublimit, (cB) Upon the conversion sum of the Bridge Term Loans into Rollover Loanstotal Revolving Credit Exposures will not exceed the sum total of the Commitments, each Lender shall cancel on its records a (C) such Yen Fronting Lender's Revolving Credit Exposure will not exceed such Yen Fronting Lender's Commitment and (D) the aggregate principal amount of the Bridge Term outstanding Yen Loans held made by any Yen Fronting Lender will not exceed such Lender corresponding Yen Fronting Lender's Yen Commitment. Within the foregoing limits and subject to the principal amount of Rollover Loans issued by such Lenderterms and conditions set forth herein, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans each Yen Borrower may not be reborrowedborrow, prepay and reborrow Yen Loans. (dii) For the avoidance If any Event of doubtDefault shall occur and be continuing, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Yen Fronting Lender that has not made its share of the Loans to be made may by it available written notice to the Administrative Agent not later than 11:00 am, New York time, on any Business Day require the Closing Date Lenders to acquire participations on such Business Day in all or a portion of the Yen Loans outstanding. Such notice shall specify the aggregate amount of Yen Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender's Applicable Percentage of the Dollar Equivalent Amount of such Yen Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Yen Fronting Lender, such Lender's Applicable Percentage of such Yen Loan or Loans in Dollars. Each Lender acknowledges and agrees that its obligation to acquire participations in Yen Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Yen Fronting Lenders pro rata according to their Yen Exposures the amounts so received by it from the Lenders. The Administrative Agent shall notify the applicable Yen Borrower of any participations in any Yen Loan to it acquired pursuant to this paragraph. Any amounts received by the time set forth in Section 2.03 to Administrative Agent from the extent the Joint Lead Arrangers applicable Yen Borrower (or their affiliates have funded other party on behalf of the applicable Yen Borrower) in respect of such Lender. (e) The ability Loan after receipt by the Yen Fronting Lender of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject proceeds of a sale of participations therein shall be promptly remitted by the Administrative Agent to the following conditions being satisfied: Lenders that shall have made their payments pursuant to this paragraph and to the Yen Fronting Lenders, pro rata as their interests may appear. The purchase of participations in a Yen Loan pursuant to this paragraph shall not relieve the applicable Yen Borrower of its obligations in respect of the payment thereof. From and after such purchase, (i) at the time outstanding Yen Loans in which the Lenders have purchased such participations shall be deemed to have been converted into Alternate Base Rate Loans denominated in Dollars (with such conversion constituting, for purposes of any Section 2.15, a prepayment of such conversion, there shall exist no Event Yen Loans before the last day of Default or event that, the Interest Period with notice and/or lapse of time, could become an Event of Default; and respect thereto) and (ii) all fees due amounts from time to time accruing, and all amounts from time to time payable, on account of such Loans (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Loan had originally been made in Dollars. Notwithstanding the foregoing, a Lender shall not have any obligation to acquire a participation in a Yen Loan pursuant to this paragraph if an Event of Default shall have occurred and be continuing at the time such Yen Loan was made and such Lender shall have notified the Yen Fronting Lenders in writing, at least one Business Day prior to the Joint Lead Arrangers time such Yen Loan was made, that such Event of Default has occurred and the Lenders shall have been paid that such Lender will not acquire participations in fullYen Loans made while such Event of Default is continuing.

Commitments. Subject to the terms and conditions set forth herein: (a) Each each Initial Term Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Initial Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by Dollars to the Borrower on the Bridge Term Loan Maturity Closing Date in an aggregate principal amount equal to such Initial Term Lender’s Initial Term Loan Commitment, (b) each Revolving Lender agrees, severally and not jointly, to make Revolving Loans of a Class in Dollars to the then outstanding Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Revolving Lender’s Revolving Credit Exposure of such Class exceeding such Revolving Lender’s Bridge Term Revolving Commitment of such Class, (ii) the Revolving Credit Exposure of such Class exceeding the total Revolving Commitments of such Class, or (iii) the Revolving Credit Exposure exceeding $250,000,000 on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13., (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the Borrower, in an aggregate principal amount not to exceed its records a principal Incremental Commitment, and (d) the full amount of the Bridge Initial Term Loans held by must be drawn in a single drawing on the Closing Date and amounts of such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Initial Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with borrowed under Section 2.01(b). Amounts 2.01(a) that are repaid in respect of Rollover Loans or prepaid may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: (a) Each each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan B Loans to the Borrower during on the Certain Funds Period Closing Date in a principal amount not to exceed its Bridge Term B Loan Commitment.; (b) Subject each Lender agrees to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term make Revolving Facility Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on from time to time during the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal to that will not result in (i) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Revolving Facility Commitment or (ii) the then outstanding Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided, that the aggregate principal amount of such Lender’s Bridge Term Revolving Facility Loans made on the Closing Date shall not exceed $10.0 million, plus any amount necessary to fund any working capital adjustment pursuant to the Purchase Agreement. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13.; and (c) Upon each Lender having an Incremental Term Loan Commitment agrees, subject to the conversion of terms and conditions set forth in the Bridge applicable Incremental Assumption Agreement, to make Incremental Term Loans into Rollover Loansto the Borrower, each Lender shall cancel on its records a in an aggregate principal amount of the Bridge not to exceed its Incremental Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Loan Commitment. Amounts borrowed under Section 2.01(a) or Section 2.01(c) and repaid in respect of Rollover Loans or prepaid may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: , each Lender agrees (a) Each Lender having a Bridge to continue as Term Loan Commitment agrees Loans hereunder, including as ▇▇▇▇▇▇▇ Term Loans and WOW Term Loans hereunder, the aggregate principal amount of "Term Loans", including "▇▇▇▇▇▇▇ Term Loans" and "WOW Term Loans", under and as defined in the Original Credit Agreement that are outstanding on the Restatement Effective Date (such Lender's "Outstanding Loans"), (b) to make a Bridge additional Term Loan Loans, including Southwest Term Loans, to the Borrower from time to time during the Certain Funds Term Availability Period in a principal amount not to exceed its Bridge exceeding the excess of such Lender's Term Loan Commitment. (b) Subject to satisfaction of , if any, over the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each such Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted 's Outstanding Loans and (a Rollover Conversion”c) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to make Revolving Loans to the Borrower on from time to time during the Bridge Term Loan Maturity Date Revolving Availability Period in an aggregate principal amount equal to that will not result in such Lender's Revolving Exposure exceeding such Lender's Revolving Commitment; provided, no Revolving Loans shall be made until all Term Commitments have been borrowed; provided further, that, on the then outstanding Restatement Effective Date, the Borrower must borrow a minimum aggregate principal amount of such Lender’s Bridge $53,000,000 of Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon Within the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding foregoing limits and subject to the principal amount of Rollover Loans issued by such Lenderterms and conditions set forth herein, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge , each Initial Term Loan Commitment Lender severally agrees to make a Bridge single term loan (each, an “Initial Term Loan Loan”) in dollars to the Borrower during the Certain Funds Period in a an aggregate principal amount not to exceed its Bridge such Lender’s Initial Term Loan Commitment, and not to exceed $150,000,000 in the aggregate for all Initial Term Loan Lenders, on the Effective Date. Any portion of the Initial Term Loans that is repaid may not be reborrowed. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Delayed Draw Term Loan Maturity Date, Lender severally agrees to make additional term loans (each a “Delayed Draw Term Loan”) from time to time on any Business Day after the then outstanding principal amount of each Lender’s Bridge Effective Date but on or prior to the Delayed Draw Term Loan shall immediately after such latest specified time for paymentCommitment Expiration Date on not more than three (3) occasions, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal not to exceed such Term Lender’s Delayed Draw Term Loan Commitment. The Delayed Draw Term Loan Commitment of each Delayed Draw Term Loan Lender shall be reduced by the then outstanding principal aggregate amount of Delayed Draw Term Loans funded by such Delayed Draw Term Loan Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion Any portion of the Bridge Delayed Draw Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts that is repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers . The Delayed Draw Term Loan Commitments shall be entitled (in addition automatically and permanently reduced to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent zero on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such LenderDelayed Draw Term Loan Commitment Expiration Date. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: (a) Each each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan A Loans in Dollars to the Borrower during on the Certain Funds Period Closing Date in a an aggregate principal amount not to exceed its Bridge Term A Loan Commitment., (b) Subject each Lender agrees to satisfaction make Revolving Facility Loans of the conditions set forth a Class in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by Dollars to the Borrower on from time to time during the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal to the then outstanding principal amount of that will not result in (i) such Lender’s Bridge Term Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13., (c) Upon each Lender having an Incremental Term Loan Commitment agrees, subject to the conversion of terms and conditions set forth in the Bridge applicable Incremental Assumption Agreement, to make Incremental Term Loans into Rollover Loansto the Borrower, each Lender shall cancel on its records a in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, and (d) amounts of the Bridge Term A Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with borrowed under Section 2.01(b). Amounts 2.01(a) or Section 2.01(c) that are repaid in respect of Rollover Loans or prepaid may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein: (a) Each forth, each Lender having a Bridge Term Loan Commitment agrees severally, and not jointly, to make a Bridge Term Loan to the Borrower during the Certain Funds Period in dollars in a principal amount equal to 98.0% of its Commitment in respect of Term B Loans. Notwithstanding anything to the contrary herein and for the avoidance of doubt, the principal amount of each Term B Loan owing to each Lender as of the Funding Date for such Loan (before giving effect to any subsequent repayments) shall be an amount equal to such Lender’s Commitment in respect of which Term B Loan was made irrespective that the amount funded on the applicable Funding Date is 98.0% of such Commitment. Amounts paid or prepaid in respect of Term B Loans may not be reborrowed. The Term B Loans shall be available, subject to exceed its Bridge the terms and conditions hereof, in two drawings: (i) an initial drawing on the Closing Date in an aggregate principal amount of $100,000,000 (such Term B Loan Commitmentmade on the Closing Date being referred to herein as the “Initial Term B Loans”) and (ii) a second drawing (any such Term B Loan made in such second draw being a “Delayed Draw Term B Loan”) not later than the Commitment Termination Date of the remaining Available Term B Loan Commitments of the Lenders. (b) Subject to satisfaction of the terms and conditions and relying upon the representations and warranties herein set forth in Section 2.01(e)forth, the Borrowereach Lender agrees severally, and each Lender, severally and not jointly, agree that if to make a Loan to Borrower in dollars in a principal amount equal to 98.0% of its Commitment in respect of Term C Loans. Notwithstanding anything to the Bridge Term Loans have not been repaid in full on contrary herein and for the Bridge Term Loan Maturity Dateavoidance of doubt, the then outstanding principal amount of each Loan owing to each Lender as of the Funding Date for such Term C Loan (before giving effect to any subsequent repayments) shall be an amount equal to such Lender’s Bridge Commitment in respect of which Term C Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, was made irrespective that the “Rollover Loans”) by the Borrower amount funded on the Bridge applicable Funding Date is 98.0% of such Commitment. Amounts paid or prepaid in respect of Term Loan Maturity C Loans may not be reborrowed. The Term C Loans shall be available, subject to the terms and conditions hereof, in two drawings: (i) an initial drawing on the Closing Date in an aggregate principal amount equal to the then outstanding principal amount of $100,000,000 (such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not C Loan made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by being referred to herein as the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e“Initial Term C Loans”) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and and (ii) all fees due to a second drawing (any such Term C Loan made in such second draw being a “Delayed Draw Term C Loan”) not later than the Joint Lead Arrangers and Commitment Termination Date of the Lenders shall have been paid in fullremaining Available Term C Loan Commitments of the Lenders.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Revolving Lender having a Bridge Term Loan Commitment severally agrees to make revolving credit loans (each such loan, a Bridge Term Loan “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Certain Funds Period Availability Period, in a principal an aggregate amount not to exceed its Bridge Term Loan at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment. Within the limits of each Revolving Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, LIBOR Floating Rate Loans or Eurodollar Rate Loans, as further provided herein. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the Borrower, and each Lender, Term Lender severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (agrees to make a Rollover Conversion”) into a single loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on the Bridge Term Loan Maturity Closing Date in an aggregate principal amount equal not to the then outstanding principal amount of exceed such Term Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. Commitment; provided, however, that after giving effect to any such Term Borrowing, (cx) Upon the conversion aggregate Outstanding Amount of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge all Term Loans shall be satisfied by not exceed the conversion Term Facility and (y) the Outstanding Amount of such Bridge all Term Loans into Rollover made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans in accordance with Section 2.01(b). Amounts that are repaid in respect of Rollover Loans or prepaid may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge . Term Loans into Rollover may be Base Rate Loans, LIBOR Floating Rate Loans is subject to the following conditions being satisfied: (i) at the time of any such conversionor Eurodollar Rate Loans, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullas further provided herein.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Initial Revolving Lender having a Bridge Term Loan Commitment severally, and not jointly, agrees to make a Bridge Term Loan revolving loans (the “Initial Revolving Loans”) to the Borrower during in Dollars at any time and from time to time on and after the Certain Funds Period Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in accordance with the terms hereof; provided that, after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Credit Exposure shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, Revolving Loans may consist of ABR Loans, Term Benchmark Loans (or, if after the effectiveness of a principal amount not to exceed its Bridge Term Loan CommitmentBenchmark Replacement, RFR Loans), or a combination thereof, and may be borrowed, paid, repaid and reborrowed. (b) Subject to satisfaction the terms and conditions of the conditions set forth in Section 2.01(e)this Agreement and any applicable Refinancing Amendment, the BorrowerExtension Amendment, and or Incremental Facility Amendment, each LenderLender with an Additional Commitment of a given Class, severally and not jointly, agree that if the Bridge Term agrees to make Additional Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition Class to the Borrower) to enforce the obligations of , which Loans shall not exceed for any such Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any incurrence thereof the Additional Commitment of such conversionClass of such Lender as set forth in the applicable Refinancing Amendment, there shall exist no Event of Default Extension Amendment or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullIncremental Facility Amendment.

Commitments. (a) Subject to the terms and conditions set forth herein: hereof, each Existing Term Lender has made a “Term Loan” (aas defined in the Existing Credit Agreement) Each Lender having a Bridge (such Term Loan Commitment agrees Loans, the “Existing Term Loans”) and such Existing Term Loans shall be deemed to make a Bridge be Term Loan Loans hereunder. In connection with the continuation and funding of the 2018 New Term Loans on the 2018 Refinancing Amendment Effective Date and the provision of the Revolving Credit Commitments from and after the 2018 Refinancing Amendment Effective Date, all accrued and unpaid principal, interest, fees and other amounts owing under the Existing Credit Agreement immediately prior to the Borrower during 2018 Refinancing Amendment Effective Date shall be paid, repaid or replaced, as the Certain Funds Period case may be, in a principal amount not to exceed its Bridge full by the 2018 New Term Loan CommitmentLoans and Refinancing Revolving Commitments as provided on the 2018 Refinancing Amendment Effective Date, as the case may be. Following the making or continuation thereof, as applicable, on the 2018 Refinancing Amendment Effective Date, the 2018 New Term Loans shall constitute Initial Term Loans and Term Loans, as applicable, in all respects. Following the provision thereof on the 2018 Refinancing Amendment Effective Date, the Refinancing Revolving Commitments (as defined in the 2018 Refinancing Amendment) shall constitute Revolving Credit Commitments in all respects. (b) Subject to satisfaction of the terms and conditions set forth hereof, each Lender severally agrees to make, in Section 2.01(e)Dollars and any Alternative Currency, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted revolving credit loans (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Revolving Credit Loans”) by to the Borrower on Borrowers from time to time during the Bridge Term Loan Maturity Date Revolving Credit Commitment Period in an aggregate principal amount equal at any one time outstanding the Dollar Equivalent of which, when added to such Lender’s Revolving Credit Percentage of the L/C Obligations then outstanding principal outstanding, does not exceed the lesser of (i) the amount of such Lender▇▇▇▇▇▇’s Bridge Term LoansRevolving Credit Commitment and (ii) the amount equal to such ▇▇▇▇▇▇’s Revolving Credit Percentage of the Total Availability at such time. Rollover During the Revolving Credit Commitment Period the Borrowers may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans will bear interest at a rate determined in whole or in part, and reborrowing, all in accordance with Section 2.13. (c) Upon the conversion terms and conditions hereof. The Revolving Credit Loans may from time to time be Eurodollar Loans or, in the case of the Bridge Term Revolving Credit Loans into Rollover Loansdenominated in Dollars, each Lender shall cancel on its records a principal amount of the Bridge Term Base Rate Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied as determined by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers Borrower and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available notified to the Administrative Agent on in accordance with Sections 2.2 and 2.8, provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after the Closing Date by the time set forth in Section 2.03 day that is one month prior to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such LenderRevolving Credit Termination Date. Revolving Credit Loans denominated in any Alternative Currency shall be Eurodollar Loans. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Effective Date Term Lender having a Bridge Term Loan Commitment agrees to make a Bridge aan Effective Date Term Loan to the Borrower during on the Certain Funds Period Effective Date, in a principal amount not to exceed exceeding its Bridge Effective Date Term Loan Commitment in the amount set forth opposite such Term Lender’s name on Schedule 2.01 under the heading “Effective Date Term Loan Commitment”. Amounts borrowed under this Section 2.01(a) are referred to as the “Effective Date Term Loan”. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein and the First Amendment, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge First Amendment Effective Date Term Loans have not been repaid in full on the Bridge Lender agrees to make a First Amendment Effective Date Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on the Bridge First Amendment Effective Date, in a principal amount not exceeding its First Amendment Effective Date Term Loan Maturity Commitment in the amount set forth opposite such First Amendment Effective Date in an aggregate principal amount equal Term Lender’s name on Schedule 2.01 under the heading “First Amendment Effective Date Term Loan Commitment”. Amounts borrowed under this Section 2.01(b) are referred to as the “First Amendment Effective Date Term Loan”. Without limiting the generality of the foregoing, the First Amendment Effective Date Term Loans shall have terms, rights, remedies, privileges and protections identical to those applicable to the then outstanding principal amount Effective Date Term Loans under this Agreement and each of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13the other Loan Documents. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid or prepaid in respect of Rollover the Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein: (a) Each forth, each Lender having a Bridge an Initial Term Loan Commitment severally agrees to make a Bridge Initial Term Loan Loans denominated in Dollars to the Borrower during on the Certain Funds Period in a principal amount Closing Date, which Initial Term Loans shall not to exceed its Bridge for any such Lender the Initial Term Loan CommitmentCommitment of such Lender and in the aggregate shall not exceed $820,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to satisfaction and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars or in any other Alternative Currency to the Borrower (on a joint and several basis) from its applicable lending office in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that Revolving Credit Loans made in any Alternative Currency must be LIBOR Loans) that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Credit Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Credit Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Credit Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class; provided that, notwithstanding the foregoing, the aggregate amount of Revolving Credit Loans made on the Closing Date shall not exceed the sum of (i) an amount sufficient to fund any working capital needs and/or working capital adjustments of the Borrower and its Restricted Subsidiaries plus (ii) an amount sufficient to fund the Transactions. (c) Subject to and upon the terms and conditions herein set forth forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans denominated in Dollars (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of this Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitments at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. So long as any Lender is a Defaulting Lender, the Swingline Lender may require, in its sole discretion, as a condition precedent to the issuance, amendment or increase of any Swingline Loan, that the Borrower Cash Collateralize such Swingline Loan in an amount equal to the Swingline Lender’s Fronting Exposure immediately prior to, or simultaneously with, the issuance, amendment or increase of such Swingline Loan. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower, the Administrative Agent or the Required Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall be deemed to be provided by the Swingline Lender in accordance with this Section 2.1(d)), in which case (i) Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit 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 to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.01(e2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the Section 2.1(d) by the date specified for such payment, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each so paid shall constitute such Lender’s Bridge Term committed Loan included in the relevant committed Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e) shall immediately after such latest specified time for payment, automatically be converted conclusive absent manifest error. (a Rollover Conversionf) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) into at a loan time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (individually each a “Rollover LoanNon-Expiring Credit Commitment” and collectively, the “Rollover LoansNon-Expiring Credit Commitments”) ), then with respect to each outstanding Swingline Loan, if consented to by the Borrower Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the Bridge Term earliest occurring maturity date such Swingline Loan Maturity Date in an aggregate principal amount equal shall be deemed reallocated to the then outstanding principal tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon reallocation would cause the conversion of aggregate credit exposure to exceed the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Swingline Loans to be made by it available reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers foregoing, if a Default or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event thathas occurred and is continuing, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due the Borrower shall still be obligated to pay Swingline Loans allocated to the Joint Lead Arrangers Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Lenders shall have been paid in fullBorrower, without the consent of any other Person.

Commitments. Subject to the terms and conditions set forth herein: (a) Each (i) each Continuing Term Lender having a Bridge Term Loan Commitment agrees to make a Bridge continue its Existing Term Loan Loans under the Previous Credit Agreement as Initial Term B Loans under this Agreement made to the Borrower during on the Certain Funds Period Closing Date in a principal amount not to exceed its Bridge Initial Term B Loan Commitment and (ii) each Additional Term Lender agrees to make Initial Term B Loans to the Borrower on the Closing Date in an amount not to exceed such Additional Term Lender’s Initial Term B Loan Commitment.. Following the making or continuation thereof, as applicable, on the Third Amendment Effective Date, the New 2022 Term Loans shall constitute Initial Term B Loans and Term B Loans, as applicable, in all respects. Following the making or continuation thereof, as applicable, on the Amendment Effective Date, the New Term Loans shall constitute Initial Term B Loans and Term B Loans, as applicable, in all respects. Following the making or continuation thereof, as applicable, on the Fourth Amendment Effective Date, the Repriced 2022 Term Loans shall constitute Initial Term B Loans and Term B Loans, as applicable, in all respects. Following the making or continuation thereof, as applicable, on the Fifth Amendment Effective Date, the Extended 2025 Term Loans shall constitute Initial Term B Loans and Term B Loans, as applicable, in all respects. Following the making or continuation thereof, as applicable, on the Sixth Amendment Effective Date, the Extended 2023 Revolving Loans shall constitute Revolving Facility Loans, as applicable, in all respects. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed; (b) Subject each Lender agrees to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term make Revolving Facility Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by to the Borrower on from time to time during the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal to the then outstanding principal amount of that will not result in (i) such Lender’s Bridge Term Revolving Facility Credit Exposure exceeding such Lender’s Revolving Facility Commitment or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13.; (c) Upon each Synthetic L/C Lender agrees to continue its Credit-Linked Deposit under the conversion of Previous Credit Agreement as Credit-Linked Deposit under this Agreement on the Bridge Closing Date; and (d) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans into Rollover Loansto the Borrower, each Lender shall cancel on its records a in an aggregate principal amount of the Bridge not to exceed its Incremental Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Loan Commitment. Amounts borrowed under this Section 2.01(d) and repaid in respect of Rollover Loans or prepaid may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan to each of the Parent Borrower and the Subsidiary Borrower (each, an “Initial Term Loan” and, collectively, the “Initial Term Loans”) on the Closing Date; provided that the Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $830,000,000. Such Initial Term Loans (i) may at the option of the Parent Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitment. The Initial Term Loan shall be available in Dollars and on the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions set forth herein: (a) Each , each Revolving Credit Lender having a Bridge Term Loan Commitment severally agrees to make a Bridge Term Loan Revolving Credit Loans denominated in Available Currencies to the Borrower during Borrowers from its applicable lending office (each, a “Revolving Credit Loan” and, collectively, the Certain Funds Period “Revolving Credit Loans”) in a an aggregate principal amount not to exceed its Bridge Term Loan at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment. (b) Subject to satisfaction ; provided that any of the conditions set forth in Section 2.01(e), foregoing such Revolving Credit Loans (i) shall be made at any time and from time to time on and after the Borrower, Closing Date and each Lender, severally and not jointly, agree that if prior to the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Revolving Credit Maturity Date, (ii) may, at the then outstanding principal amount option of the Parent Borrower be incurred and maintained as, and/or converted into, ABR Loans (solely in the case of Revolving Credit Loans denominated in Dollars) or Eurocurrency Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, of the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal Lenders pursuant to the then outstanding principal amount same Borrowing shall, unless otherwise specifically provided herein, consist entirely of such Lender’s Bridge Term Loans. Rollover Revolving Credit Loans will bear interest at a rate determined of the same Type, (iii) may be repaid (without premium or penalty) and reborrowed in accordance with Section 2.13the provisions hereof, (iv) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (v) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate Dollar Equivalent amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding Subject to the principal amount terms of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers this Agreement and the Lenders applicable Ancillary Documents, a Revolving Credit Lender (or an Affiliate thereof that are Affiliates qualifies as an Eligible Assignee) may make all or part of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it Available Commitments available to any Borrower under the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such LenderRevolving Credit Facility as an Ancillary Facility. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: , (a) Each each Revolving Lender having a Bridge severally agrees to make Revolving Loans to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, (iii) the aggregate Outstanding Amount of all Revolving Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit and (iv) the aggregate Outstanding Amount of all Revolving Loans made to the Designated Borrowers shall not exceed the Designated Borrower Sublimit, and (b) each Term Loan Commitment Lender severally agrees to make a Bridge Term Loan to the Borrower during in Dollars on the Certain Funds Period Closing Date, in a principal an amount not equal to exceed its Bridge such Lender’s Term Loan Commitment. (b) Subject , by making immediately available funds available to satisfaction of Agent’s designated account, not later than the time specified by Agent. Within the foregoing limits and subject to the other terms and conditions set forth in Section 2.01(e)hereof, the BorrowerCompany may borrow, prepay and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover reborrow Revolving Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid or prepaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt. Loans may be Base Rate Loans or Eurocurrency Rate Loans, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge as further provided herein. Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid may only be denominated in fullDollars.

Commitments. Subject to the terms and conditions set forth herein: (a) Each each Term Lender having a Bridge Term Loan Commitment severally agrees to make a Bridge Tranche B Term Loan Loans in Dollars, in each case on the Closing Date, in an aggregate principal amount that will not result in (i) such Lender’s Tranche B Term Loans exceeding such Lender’s Tranche B Term Commitment or (ii) the aggregate principal amount of all Tranche B Term Loans exceeding the aggregate Tranche B Term Commitments of all Lenders (it being understood that the Tranche B Term Loans made shall be funded on the Closing Date at 99.5% of the principal amount thereof, and notwithstanding said discount, all calculations hereunder with respect to such Tranche B Term Loans, including the accrual of interest and the repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). Amounts repaid or prepaid in respect of Tranche B Term Loans may not be re-borrowed; (b) each Revolving Lender severally agrees to make Revolving Loans in Dollars from time to time as elected by the Borrower pursuant to Section 2.02, on any Business Day during the Certain Funds Period period on and after the Closing Date until the Revolving Facility Maturity Date with respect to such Revolving Lender’s applicable Revolving Commitment, in a an aggregate principal amount not to exceed its Bridge Term Loan at any time outstanding the amount of such Revolving Lender’s Revolving Commitment at such time; provided that, after giving effect to any Revolving Borrowing, the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Applicable Percentage or other applicable share provided for under this Agreement of the Outstanding Amount in respect of all Revolving L/C Obligations and Swingline Obligations shall not exceed such Lender’s Revolving Commitment.. Within the limits of each Revolving Lender’s Revolving Commitments, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.10, and reborrow under this Section 2.01(b). Revolving Loans may be ABR Loans or Eurodollar Loans, as further provided herein; and (bc) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and Swingline Lender shall make Loans (each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion“Swingline Loan”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by available to the Borrower under the Revolving Commitments from time to time on any Business Day during the Bridge Term Loan period from the Closing Date through the Revolving Facility Maturity Date in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment; provided that, after giving effect to any Swingline Loan, the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage (calculated by reference to the Revolving Facility) of the Outstanding Amount of all Revolving L/C Obligations, plus such Lender’s Applicable Percentage (calculated by reference to the Revolving Facility) of all Swingline Loans shall not exceed such Lender’s Revolving Commitment then in effect. Each Swingline Loan shall be denominated in Dollars and constitute an ABR Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Facility Maturity Date. Within the limits of the Swingline Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(c), prepay under Section 2.10, and reborrow under this Section 2.01(c). Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the then outstanding principal amount product of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. Applicable Percentage (ccalculated by reference to the Revolving Facility) Upon times the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedSwingline Loan. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Initial Term Lender having a Bridge Term Loan Commitment severally, and not jointly, agrees to make a Bridge Initial Term Loan Loans to the Borrower during on the Certain Funds Period Closing Date in Dollars in a principal amount not to exceed its Bridge Initial Term Loan Commitment. Amounts paid or prepaid in respect of the Initial Term Loans may not be re-borrowed. (b) Subject to satisfaction the terms and conditions of the conditions set forth in Section 2.01(e)this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, the Borrower, and each LenderLender with an Additional Commitment of a given Class, severally and not jointly, agree that if the Bridge Term agrees to make Additional Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal Class to the then outstanding principal amount Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Commitment of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined Class of such Lender as set forth in accordance with Section 2.13the applicable Refinancing Amendment or Incremental Facility Amendment. (c) Upon Subject to the conversion of the Bridge terms and conditions set forth herein, each Sailor Term Lender severally, and not jointly, agrees to make Sailor Term Loans into Rollover Loans, each Lender shall cancel on its records to the Borrower in Dollars in a principal amount of not to exceed its Sailor Term Commitment on the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Sailor Acquisition Date. Amounts repaid paid or prepaid in respect of Rollover the Sailor Term Loans may not be reborrowedre-borrowed. (d) For the avoidance of doubtThe Initial Term Loans and, when funded, the Joint Lead Arrangers Sailor Term Loans are the same Class of Term Loans for all purposes under this Agreement and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lenderfungible for all purposes under this Agreement. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to and upon the terms and conditions herein set forth, each Lender having a Term Loan Commitment severally agrees to make a Term Loan on the Closing Date to the Borrower, which Term Loans shall not exceed for any such Lender the Term Loan Commitment of such Lender. Such Term Loans (i) shall be made on the Closing Date, (ii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Term Loans; provided that all such Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (iii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, and (iv) shall not exceed in the aggregate the total of all Term Loan Commitments. On the Term Loan Maturity Date, all Original Term Loans shall be repaid in full. All Other Term Loans shall be repaid in full on the Maturity Date set forth in the applicable Incremental Amendment, Refinancing Amendment or Loan Modification Agreement. (b) (i) Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a Revolving Credit Loan or Revolving Credit Loans to the Borrower, which Revolving Credit Loans (A) (1) that are Non-Extended Revolving Credit Loans shall be made by such Lender with Non-Extended Revolving Credit Commitments at any time and from time to time after the Closing Date and prior to the Non-Extended Revolving Credit Maturity Date and (2) that are Fourth Amendment Revolving Credit Loans shall be made by such Lender with Fourth Amendment Revolving Credit Commitments at any time and from time to time on or after the FourthSeventh Amendment Effective Date and prior to the Revolving Credit Maturity Date; provided that, which Revolving Credit Loans may be made on the Closing Date in an amount not to exceed $48,000,000, (BA) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (CB) may be repaid and reborrowed in accordance with the provisions hereof, (DC) shall not, for any such Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time and (ED) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect. (ii) Each Lender may, at its option, make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 3.5 shall apply). On the First Amendment Effective Date, all Original Revolving Credit Loans were repaid in full. On the Non-Extended Revolving Credit Maturity Date, the Non-Extended Revolving Credit Loans then outstanding shall be repaid in full (it being understood that any such Non-Extended Revolving Credit Loans may, at the Borrower’s option, be repaid with the proceeds ofSeventh Amendment Effective Date, all Fourth Amendment Extended Revolving Credit Loans made on theand all Non-Extended Revolving Credit Maturity Date, subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees applicable to make a Bridge Term Loan Fourth Amendment Extended Revolving Credit Loans)Loans were repaid in full. On the Revolving Credit Maturity Date, all Revolving Credit Loans then outstanding shall be repaid in full, except to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions extent set forth in Section 2.01(e)any applicable Incremental Amendment, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Refinancing Amendment or Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Modification Agreement with respect to any Other Revolving Credit Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: (a) Each [reserved]; (b) each Revolving Facility Lender having a Bridge Term Loan Commitment agrees to make a Bridge Revolving Facility Loans from time to time during the Availability Period (i) in Dollars from its U.S. Lending Office to the U.S. Borrower and (ii) in Dollars and Foreign Currencies from its Foreign Lending Office to the German Borrower, in each case in an aggregate principal amount that will result in neither (i) such Lender’s Revolving Facility Exposure exceeding such Lender’s Revolving Facility Commitment at such time nor (ii) the total Revolving Facility Exposure exceeding the total Revolving Facility Commitments at such time; (c) [reserved]; (d) each Lender having an Incremental Term Loan Commitment, Incremental Revolving Facility Commitment or Incremental Synthetic L/C Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the U.S. Borrower during or the Certain Funds Period German Borrower, as applicable, Incremental Revolving Facility Loans to the U.S. Borrower or the German Borrower, as applicable, and/or credit-linked deposits pursuant to such Incremental Synthetic L/C Commitments, as the case may be, in a Dollar Equivalent aggregate principal amount not to exceed its Bridge Incremental Term Loan Commitment., Incremental Revolving Facility Commitment or Incremental Synthetic L/C Commitment, as the case may be; and (be) Subject within the foregoing limits and subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the BorrowerBorrowers may borrow, prepay and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover reborrow Revolving Facility Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Term Loans may not be reborrowed. (d) For the avoidance of doubt. All Revolving Facility Loans, the Joint Lead Arrangers Tranche B-1A Term Loans, Tranche B-1B Term Loans, Tranche B-2A Term Loans and the Lenders that are Affiliates Tranche B-2B Term Loans outstanding, and all Credit-Linked Deposits funded, on and as of the Joint Lead Arrangers shall be entitled (in addition Amendment Effective Date after giving effect to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent Transactions shall remain outstanding or funded, as applicable, hereunder on the Closing Date by the time terms set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lenderherein, except as otherwise provided herein. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan B Loans in Dollars to the Borrower during Borrowers on the Certain Funds Period Fourth Restatement Effective Date in a an aggregate principal amount not to exceed its Bridge Term B Loan Commitment, and the outstanding Original Term B Loans of each Lender shall be repaid in full. (b) Each Lender agrees to make Revolving Facility Loans of a Class in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans. (c) Each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement to make Incremental Term Loans to the Borrowers, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. (bd) Subject to satisfaction Amounts of the conditions set forth in Term B Loans borrowed under Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree 2.01(a) or Section 2.01(c) that if the Bridge Term Loans have not been are repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans or prepaid may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agreesagreed to make a loan or loans denominated in U.S. Dollars (each, an “Initial Term Loan”) to the Borrower on the Closing Date, which Initial Term Loans shallwere required not to exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed U.S.$162,582,257. Such. Subject to and upon the terms and conditions set forth herein: (a) Each in the Third Amendment, each Lender having a Bridge 2019 Refinancing Term Loan Commitment severally agrees to make a Bridge loan or loans denominated in U.S. Dollars (each, a “2019 Refinancing Term Loan Loan”) to the Borrower during on the Certain Funds Period in a principal amount Third Amendment Effective Date, which 2019 Refinancing Term Loans shall not to exceed its Bridge for any such Lender the 2019 Refinancing Term Loan Commitment. Commitment of such Lender. Such 2019 Refinancing Term Loans (bi) Subject to satisfaction may at the option of the conditions Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty (except as set forth in Section 2.01(e5.1(c))) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the BorrowerInitial2019 Refinancing Term Loan Commitment of such Lender, and each Lender, severally and (iv) shall not jointly, agree that if exceed in the Bridge aggregate the Total Initial2019 Refinancing Term Loans have not been repaid in full on Loan Commitments. On the Bridge Initial Term Loan Maturity Date, the all then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge unpaid Initial2019 Refinancing Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedfull in U.S. Dollars. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: , (ai) Each each Initial Term Lender having a Bridge Term Loan Commitment severally, and not jointly, agrees to make a Bridge Initial Term Loan Loans to the Initial Borrower during on the Certain Funds Period Closing Date or, in the case of the First Amendment Incremental Term Loans, on the First Amendment Closing Date, or, in ​ ​ [[NYCORP:3666673v10:4312W:08/14/2017--04:53 PM]][[5628396]] the case of the Second Amendment Replacement Term Loans and Second Amendment Incremental Term Loans, on the Second Amendment Closing Date or, in the case of the Third Amendment Replacement Term Loans, on the Third Amendment Closing Date, in Dollars in a principal amount not to exceed its Bridge Initial Term Loan Commitment. Commitment and (bii) Subject to satisfaction of the conditions set forth in Section 2.01(e)each Revolving Lender severally, the Borrower, and each Lender, severally and not jointly, agree that if agrees to make Revolving Loans to any Borrower in Dollars at any time and from time to time on and after the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Closing Date, and until the then outstanding principal amount earlier of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Initial Revolving Credit Maturity Date in an aggregate principal amount equal to and the then outstanding principal amount termination of the Initial Revolving Credit Commitment of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined Initial Revolving Lender in accordance with Section 2.13. (c) Upon the conversion terms hereof; provided that, after giving effect to any Borrowing of the Bridge Term Loans into Rollover Initial Revolving Loans, each Lender the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Credit Exposure shall cancel on its records a principal amount of not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the Bridge Term Loans held by such Lender corresponding foregoing limits and subject to the principal amount of Rollover Loans issued by such Lenderterms, which corresponding principal amount of conditions and limitations set forth herein, the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts repaid paid or prepaid in respect of Rollover the Initial Term Loans may not be reborrowed. (db) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition Subject to the Borrower) terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to enforce the obligations make Additional Loans of any Lender that has not made its share of the Loans to be made by it available such Class to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of Borrowers, which Loans shall not exceed for any such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) Lender at the time of any incurrence thereof the Additional Commitment of such conversionClass of such Lender as set forth in the applicable Refinancing Amendment, there shall exist no Event of Default Extension Amendment or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullIncremental Facility Agreement.

Commitments. (a) Prior to the Effective Date, certain “Revolving Loans” were made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. (b) Subject to the terms and conditions set forth herein: , each Revolving Lender severally (aand not jointly) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans in dollars to the Borrower from time to time during the Certain Funds Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans; provided that the aggregate principal amount of Revolving Loans and Swingline Loans outstanding on the Effective Date (after giving effect to any Revolving Borrowing made on the Effective Date) shall not exceed $125,000,000. (c) Subject to the terms and conditions set forth herein, each Term Lender severally (and not jointly) agrees to make an Initial Term Loan in dollars to the Borrower, on the Effective Date, in a principal amount not to exceed its Bridge such Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Commitment. Amounts prepaid or repaid in respect of Rollover Loans the Initial Term Loan may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein:, each Revolving Lender agrees to make Revolving Loans to the Borrower from time to time during the Availability Period which Revolving Loans: (i) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or converted into, Revolving Loans that are Base Rate Loans or SOFR Loans, in each case denominated in Dollars, provided that all Revolving Loans made as part of the same Revolving Borrowing shall consist of Revolving Loans of the same Type; (ii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; and (iii) shall not be made if, after giving effect to any such Revolving Loan, (A) such Revolving Lender’s Revolving Credit Exposure would exceed such Lender’s Revolving Commitment, or (B) the aggregate Revolving Credit Exposure of the Revolving Lenders would exceed (1) the Maximum Loan Available Amount less (2) the outstanding balance of all of the Term Loans; provided however, that no Revolving Lender shall be obligated to make a Revolving Loan in excess of such Lender’s Revolving Loan Applicable Percentage of the difference between (x) the Maximum Loan Available Amount less the outstanding balance of all of the Term Loans and (y) the Revolving Credit Exposure. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. (ab) Each [Reserved]. (c) Subject to all of the terms and conditions hereof, each 2026 Term Lender having a Bridge Term Loan Commitment hereby agrees to make a Bridge 2026 Term Loan to the Borrower during on the Certain Funds Period Agreement Effective Date in a principal an amount not equal to exceed its Bridge such 2026 Term Lender’s 2026 Term Commitment. The 2026 Term Loan Commitment. (bi) Subject to satisfaction of the conditions may not be reborrowed under any circumstances, (ii) may, except as set forth in Section 2.01(e)herein, at the option of the Borrower, be incurred and each Lendermaintained as, severally and not jointlyor converted into, agree that if the Bridge Term Loans have not been repaid that are Base Rate Loans or SOFR Loans, in full each case denominated in Dollars, provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type, and (iii) upon the making of the 2026 Term Loans on the Bridge Term Loan Maturity Agreement Effective Date, the then outstanding principal amount of each Lender’s Bridge 2026 Term Loan shall immediately after such latest specified time for payment, automatically Commitments will expire and will no longer be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) available to be advanced by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowedLenders. (d) For Subject to all of the avoidance terms and conditions hereof, each 2025 Term Lender hereby agrees to make a and/or continue an existing 2025 Term Loan to the Borrower from time to time as set forth hereinon the Eighth Amendment Effective Date in an amount equal to such 2025 Term Lender’s 2025 Term Commitment. The 2025 Term Loan (i) may not be reborrowed under any circumstances, (ii) may, except as set forth herein, at the option of doubtthe Borrower, the Joint Lead Arrangers be incurred and the Lenders maintained as, or converted into, Term Loans that are Affiliates Base Rate Loans or SOFR Loans, in each case denominated in Dollars, provided that all Term Loans made as part of the Joint Lead Arrangers same Term Borrowing shall consist of Term Loans of the same Type, and (iii) shall be entitled (in addition to advanced, at the Borrower) to enforce the obligations of any Lender that has not made its share election of the Loans to be made by it available Borrower upon providing notice to the Administrative Agent and the 2025 Term Lender’s in accordance with Section 2.03, at any time on or after the Second Amendment Effective Date in a maximum of three (3) advances, but which advances must occur prior to the date that is one hundred eighty (180) days from the Second Amendment Effective Date and each of which must be in an amount that is at least $10,000,000 and in integral multiples of $10,000,000 in excess thereof. Any amount of the 2025 Term Commitment which is not advanced as of the date one hundred eighty (180) days from the Secondupon the making or continuation of the 2025 Term Loans on the Closing Eighth Amendment Effective Date will expire and, the 2025 Term Commitments will no longer be available to be advanced by the time set forth in Section 2.03 to Lenders. The proceeds of the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of 2025 Term Loan shall be solely utilized by the Borrower to automatically convert Bridge Term (a) fund all or any portion of amounts owing or payable in respect of Project Cardinal, including the repayment of Indebtedness and payment of all other fees, costs and expenses due and payable in connection therewith, or (b) prepay outstanding Revolving Loans into Rollover Loans is subject to (but without any corresponding reduction in the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullRevolving Commitments).

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Revolving Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to the Borrower during the Certain Funds Availability Period in a an aggregate principal amount that will not result in (a) such ▇▇▇▇▇▇’s Revolving Credit Exposure exceeding such ▇▇▇▇▇▇’s Revolving Commitment or (b) the total Revolving Credit Exposures exceeding the Total Revolving Commitments. Within the foregoing limits and subject to exceed its Bridge Term Loan Commitmentthe terms and conditions set forth herein, the Borrower may borrow, repay and reborrow the Revolving Loans. (b) Subject to satisfaction of the terms and conditions set forth herein and in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge applicable Term Loan Maturity DateAmendment, the then outstanding principal amount of each Lender’s Bridge Term Lender with a Term Commitment as set forth in such applicable Term Loan shall immediately after such latest specified time for payment, automatically be converted (Amendment severally agrees to make a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by Term Loan to the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to that will not result in the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loan made by such Term Lender hereunder exceeding such Term Lender’s Term Commitment. Subject to the foregoing limitations and the other provisions of this Agreement, once borrowed, the Borrower may not reborrow any portion of the Term Loans held that has been repaid or prepaid, whether in whole or in part. Upon any funding of any Term Loan hereunder by any ▇▇▇▇ ▇▇▇▇▇▇, such Lender corresponding ▇▇▇▇ ▇▇▇▇▇▇’s Term Commitment shall terminate immediately and without further action. Notwithstanding anything to the principal amount of Rollover Loans issued by such Lendercontrary herein, which corresponding principal amount of the Bridge Term Loans Commitments that are funded on any Term Loan Facility Closing Date shall be satisfied by terminated upon such funding and, if the conversion Total Term Commitments as of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid Loan Facility Closing Date are not drawn on such Term Loan Facility Closing Date, any Term Commitments in respect of Rollover Loans may not the undrawn amount shall automatically be reborrowedterminated. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein: herein (a) Each including, without limitation, Section 2.1(f)(iii)), each Dollar Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to the Borrower denominated in Dollars (each such Loan, a “Dollar Revolving Loan”) from time to time during the Certain Funds Availability Period in a an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure under the Dollar Commitments exceeding such Lender’s Dollar Commitment or (ii) the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to exceed its Bridge Term Loan Commitmentthe terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Dollar Revolving Loans. (b) Subject to satisfaction of the terms and conditions set forth in herein (including, without limitation, Section 2.01(e2.1(f)(iii)), each Euro Lender agrees to make Revolving Loans to the BorrowerBorrower denominated in Euros (each such Loan, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion“Euro Revolving Loan”) into a loan (individually a “Rollover Loan” and collectively, from time to time during the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal to that will not result in (i) the then outstanding principal amount Dollar Amount of such Lender’s Bridge Term Euro Revolving Loans exceeding such Lender’s Euro Commitment, (ii) the total Revolving Credit Exposures exceeding the total Dollar Commitments or (iii) the Dollar Amount of Euro Revolving Loans exceeding the applicable Alternative Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Euro Revolving Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon Subject to the conversion of the Bridge Term Loans into Rollover Loansterms and conditions set forth herein (including, without limitation, Section 2.1(f)(iii)), each Sterling Lender shall cancel on its records agrees to make Revolving Loans to the Borrower denominated in Sterling (each such Loan, a “Sterling Revolving Loan”) from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the Dollar Amount of such Lender’s Sterling Revolving Loans exceeding such Lender’s Sterling Commitment, (ii) the Bridge Term total Revolving Credit Exposures exceeding the total Dollar Commitments or (iii) the Dollar Amount of Sterling Revolving Loans held by such Lender corresponding exceeding the applicable Alternative Currency Sublimit. Within the foregoing limits and subject to the principal amount of Rollover Loans issued by such Lenderterms and conditions set forth herein, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans Borrower may not be reborrowedborrow, prepay and reborrow Sterling Revolving Loans. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition Subject to the Borrower) terms and conditions set forth herein (including, without limitation, Section 2.1(f)(iii)), each Yen Lender agrees to enforce the obligations of any Lender that has not made its share of the make Revolving Loans to be made by it available the Borrower denominated in Yen (each such loan, a “Yen Revolving Loan”) from time to time during the Administrative Agent on Availability Period in an aggregate principal amount that will not result in (i) the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf Dollar Amount of such Lender’s Yen Revolving Loans exceeding such Lender’s Yen Commitment, (ii) the total Revolving Credit Exposures exceeding the total Dollar Commitments or (iii) the Dollar Amount of Yen Revolving Loans exceeding the applicable Alternative Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Yen Revolving Loans. (e) The ability of Subject to the terms and conditions set forth herein (including, without limitation, Section 2.1(f)(iii)), each Other Alternative Currency Lender agrees to make Revolving Loans to the Borrower denominated in the applicable Alternative Currency (each such Loan, an “Other Alternative Currency Revolving Loan”) from time to automatically convert Bridge Term time during the Availability Period in an aggregate principal amount that will not result in (i) the Dollar Amount of such Lender’s Other Alternative Currency Revolving Loans into Rollover in any Alternative Currency exceeding such Lender’s Other Alternative Currency Commitment with respect to such Alternative Currency, (ii) the total Revolving Credit Exposures exceeding the total Dollar Commitments or (iii) the Dollar Amount of Other Alternative Currency Revolving Loans is in any Alternative Currency exceeding the applicable Alternative Currency Sublimit. Within the foregoing limits and subject to the following terms and conditions being satisfiedset forth herein, the Borrower may borrow, prepay and reborrow Other Alternative Currency Revolving Loans. (f) Notwithstanding any other provision of this Agreement to the contrary: (i) at The Lenders shall not be required to make any Revolving Loans or Swingline Loans hereunder or issue any Letter of Credit if, after giving effect thereto, the time Revolving Credit Exposure of any Dollar Lender would exceed such conversionDollar Lender’s Dollar Commitment (unless such Dollar Lender consents thereto); (ii) At the election of the Borrower and the Administrative Agent, there Dollar Revolving Loans shall exist no Event be made on the ratable basis of Default Available Dollar Commitments (rather than on the basis of Dollar Commitments) of the Dollar Lenders in the event that the Dollar Lenders have disproportionate commitments to the Euro Facility, the Sterling Facility, the Yen Facility or an Other Alternative Currency Facility. In such event that, with notice and/or lapse the Administrative Agent may also advise the Lenders of time, could become an Event changes as it may determine in the borrowing and payment provisions herein in order to provide maximum availability of Defaultthe Dollar Commitments to the Borrower and generally ratable treatment of the Lenders; and (iiiii) all fees due At any time prior to the Joint Lead Arrangers Acquisition Consummation Date, (x) the Commitments and the Dollar Commitments available to be drawn or utilized (whether as Revolving Loans, Swingline Loans, Letters of Credit or otherwise) shall not exceed the lesser of (A) $1,500,000,000 and (B) the total Commitments and the total Dollar Commitments then in effect and (y) any optional or mandatory reduction of the Dollar Commitments or Commitments shall apply first to that portion of the total Commitments and total Dollar Commitments not then available to be drawn, and thereafter to reduce the amount set forth in clause (iii)(x)(A) above; provided that for other purposes hereunder (including, without limitation, the determination of Required Lenders and the calculation of fees), the aggregate amount of the Commitments and Dollar Commitments shall have been paid in fullbe utilized without such reduction.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Lender having a Bridge Term Loan Commitment agrees to make Revolving Loans to any Borrower in any Currency from time to time during the Availability Period; provided, that no Borrowing shall be made hereunder that would result in (i) the Revolving Credit Exposure of such Lender exceeding (or further exceeding) such Lender's Revolving Credit Commitment, or (ii) the sum of the Revolving Credit Exposure and the total of all Competitive Loan Exposures exceeding (or further exceeding) the total Revolving Credit Commitments. Each Revolving Borrowing shall be made on a Bridge Term Loan pro rata basis by the Lenders based upon their respective Applicable Percentages. Within the foregoing limits and subject to the terms and conditions set forth herein, any Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitmentmay borrow, prepay and reborrow Revolving Loans. (b) Subject to satisfaction of the terms and conditions set forth herein, each Lender agrees to make Term Loans during the Transition Period in Section 2.01(e)the amounts and Currencies, and to the Borrowers, set forth in Paragraph 2 of Schedule 2.01; provided, that no Borrowing of Term Loans shall be made hereunder that would result in (i) the Term Loan Exposure of such Lender exceeding (or further exceeding) such Lender's Term Loan Commitment, or (ii) any Borrower receiving a Term Loan Borrowing greater in amount or comprised of a different Currency than is set forth for such Borrower in Paragraph 2b of Schedule 2.01, or (iii) the U.S. Dollar Equivalent of the aggregate principal (i) No Affiliate Borrower shall have the right to borrow any Revolving Loan, Swingline Loan or Competitive Loan that would cause the sum of the portions of the total Revolving Credit Exposure and the total Competitive Loan Exposures outstanding to such Borrower to exceed such Borrower's Revolving Credit Sublimit. (ii) In addition, no Affiliate Borrower shall have the right to borrow any Revolving Loan, Swingline Loan or Competitive Loan that would cause the sum of the portions of the total Revolving Credit Exposure and the total Competitive Loan Exposures outstanding to the "family" of which such Borrower is a member to exceed the Revolving Credit Sublimit of the "parent" of such "family". For purposes of this clause (ii) the Affiliate Borrower "families" are as follows: Parent Other Members ▇▇▇▇▇▇▇ Germany (Holdings) GmbH ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ GmbH & Co. ▇▇▇▇▇▇▇ Maschinenfabrik GmbH ▇▇▇▇▇▇▇-▇▇▇▇▇ Maschinen und Werkzeuge GmbH GW Acquisition Corp. American Pfauter ▇.▇. ▇▇▇▇▇▇▇-▇▇▇▇ Cutting Tools Limited Partnership ▇▇▇▇▇▇▇ Works (Holdings) ▇▇▇▇▇▇▇ Works Limited Limited (iii) For purposes of Clauses (i) and (ii) above, if, at any time, the proceeds of any Loans are advanced, loaned or contributed as equity to any Affiliate Borrower by any other Borrower, either directly or through an Other Subsidiary, and each Lender, severally and not jointly, agree that if the Bridge Term Loans such proceeds have not been repaid in full on or returned by such Affiliate Borrower, such Affiliate Borrower's unused Revolving Credit Sublimit shall be deemed reduced, and the Bridge Term Loan Maturity Dateportion of the Revolving Credit Exposure outstanding to such Affiliate Borrower's "family" will be deemed to be increased, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of been repaid or returned, as if such Affiliate Borrower had borrowed a Revolving Loan in that amount directly from the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such LenderLenders. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties set forth herein: (a) Each , the Additional Term B Lender having a Bridge Term Loan Commitment agrees to make a Bridge loan (the “Additional Term Loan B Loan”), and together with the loans established pursuant to the Borrower during following sentence from the Certain Funds Period Converted Initial Term Loans, each a “Term B Loan”) to the Borrowers on the Amendment No. 1 Effective Date in a principal amount not to exceed its Bridge Additional Term B Loan Commitment. On the Amendment No. 1 Effective Date, each Converted Initial Term Loan Commitmentof each Amendment No. 1 Consenting Lender shall be converted into a loan with the same Type and Class as the Additional Term B Loan effective as of the Amendment No. 1 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Initial Term Loan immediately prior to such conversion. Amounts borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed. (b) Subject to satisfaction the terms and conditions of the conditions set forth in this Agreement, each Lender having an Incremental Term Loan Commitment under a class pursuant to Section 2.01(e), the Borrower, and each Lender, 2.22 severally and not jointly, agree that if agrees subject to the Bridge terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans have not been repaid in full on to the Bridge Term Loan Maturity DateBorrowers, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal not to the then outstanding principal amount exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of such Lender’s Bridge Incremental Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13may not be reborrowed. (c) Upon Subject to the conversion terms and conditions of the Bridge this Agreement, each New Term Loan Lender with a New Term Loan Commitment for a given Class of New Term Loans into Rollover Loanspursuant to Section 2.23 severally and not jointly agrees, each Lender shall cancel on its records a principal amount of subject to the Bridge terms and conditions and relying upon the representations and warranties set forth herein and in the applicable New Term Loan Commitment Agreement, to make New Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such LenderBorrowers, which corresponding principal amount of the Bridge New Term Loans shall be satisfied by not exceed for any such New Term Loan Lender at the conversion time of any incurrence thereof, the New Term Loan Commitment of such Bridge New Term Loans into Rollover Loans in accordance with Section 2.01(b)Loan Lender for such Class on the respective New Term Loan Borrowing Date. Amounts repaid paid or prepaid in respect of Rollover New Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition Subject to the Borrower) terms and conditions of this Agreement, each Term Loan Lender with an Other Term Loan Commitment for a given Class of Other Term Loans severally agrees to enforce the obligations of any Lender that has not made its share of the make Other Term Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Borrowers, which Other Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) shall not exceed for any such Term Loan Lender at the time of any incurrence thereof, the Other Term Loan Commitment of such conversion, there shall exist no Event Term Loan Lender for such Class on the respective Other Term Loan Borrowing Date. Amounts paid or prepaid in respect of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullOther Term Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein: , (ai) Each each Term Lender having a Bridge Term Loan Commitment severally, and not jointly, agrees to make a Bridge Initial Term Loan Loans to the Borrower during on the Certain Funds Period Closing Date in Dollars in a principal amount not to exceed its Bridge Initial Term Loan Commitment. Commitment and (bii) Subject to satisfaction of the conditions set forth in Section 2.01(e)each Revolving Lender severally, the Borrower, and each Lender, severally and not jointly, agree that if agrees to make Revolving Loans to the Bridge Term Loans have not been repaid Borrower in full Dollars at any time and from time to time on and after the Bridge Term Loan Maturity Closing Date, and until the then outstanding principal amount earlier of each Lender’s Bridge Term Loan shall immediately the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Revolving Lender in accordance with the terms hereof; provided that, after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectivelygiving effect to any Borrowing of Revolving Loans, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount Outstanding Amount of such Lender’s Bridge Term Revolving Credit Exposure shall not exceed such Lender’s Revolving Credit Commitment; provided further that the Revolving Loans made on the Closing Date shall not exceed $10,000,000. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid paid or prepaid in respect of Rollover the Term Loans may not be reborrowed. (db) For Subject to the avoidance terms and conditions of doubtthis Agreement, the Joint Lead Arrangers each Lender and the Lenders that are Affiliates each Additional Lender with an Additional Term Commitment for a given Class of the Joint Lead Arrangers shall be entitled (in addition Incremental Term Loans severally agrees to make Incremental Term Loans to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge , which Incremental Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) shall not exceed for any such Lender or Additional Lender at the time of any incurrence thereof, the Additional Term Commitment of such conversionLender or Additional Lender for such Class on the respective Incremental Term Loan Borrowing Date. Notwithstanding the foregoing, there if the applicable Additional Term Commitment in respect of any Incremental Term Loan Borrowing Date is not drawn on such Incremental Term Loan Borrowing Date, the undrawn amount shall exist no Event automatically be cancelled. Amounts repaid or prepaid in respect of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullsuch Incremental Term Loans may not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein: (a) Each , each Lender having a Bridge Term Loan Commitment severally agrees to make a Bridge Term Loan Revolving Loans to the Borrower from time to time during the Certain Funds Availability Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of that will not result in (a) such Lender’s Bridge Term Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Rollover Each Lender’s agreement to make Loans will bear interest at a rate determined denominated in accordance with Section 2.13. Foreign Currency and to issue and participate in Foreign Currency Letter of Credit is subject to (c1) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it Foreign Currency being readily available to the Administrative Agent and to all Lenders and being freely transferable and freely convertible to dollars in the London foreign exchange market, and (2) Reuters (or any successor thereto) reporting a LIBO Rate for such Foreign Currency relating to the applicable Interest Period. In no event shall (x) the aggregate amount of Loans denominated in Foreign Currency plus the LC Exposure for Foreign Currency Letters of Credit exceed the Foreign Currency Sublimit, or (y) any Lender’s Revolving Credit Exposure for Loans denominated in Foreign Currency plus such Lender’s LC Exposure for Foreign Currency Letters of Credit exceed such Lender’s Foreign Currency Commitment, in each case determined on each Currency Valuation Date. Pursuant to Chapter 346 (“Chapter 346”) of the Closing Date Texas Credit Code, the Borrower, the Administrative Agent and the Lenders expressly agree that Chapter 346 shall not apply to the Notes or to any Loan evidenced by the time set forth in Section 2.03 to Notes and that neither the extent the Joint Lead Arrangers Notes nor any such Loan shall be governed by or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time provisions of Chapter 346 in any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in fullmanner whatsoever.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein: , (ai) Each each Term Lender having a Bridge Term Loan Commitment agrees agrees, severally and not jointly, to make a Bridge Term Loan to the Borrower during on the Certain Funds Period Closing Date in a principal amount not to exceed its Bridge Term Loan Commitment. , (bii) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each LenderRevolving Credit Lender agrees, severally and not jointly, agree to make Revolving Loans to the Borrower, at any time and from time to time on or after the date that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after is sixty (60) days following Closing Date (or such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by earlier date as the Borrower on and the Bridge Term Loan Revolving Credit Lenders as of such date may agree) and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Revolving Credit Lender in accordance with the terms hereof, in an aggregate principal amount equal at any time outstanding that will not result in such Revolving Credit Lender’s Revolving Credit Exposure exceeding such Revolving Credit Lender’s Revolving Credit Commitment and (iii) subject in all cases to Section 2.01(b) below, each Incremental Term Loan Lender agrees, on a several basis, to make an Incremental Term Loan to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined Borrower on the Seventh Amendment Closing Date in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount not to exceed its Incremental Term Loan Commitment. Within the limits set forth in clause (ii) of the Bridge Term Loans held by such Lender corresponding preceding sentence and subject to the principal amount of Rollover Loans issued by such Lenderterms, which corresponding principal amount of conditions and limitations set forth herein, the Bridge Term Loans Borrower may borrow, pay or prepay and reborrow Revolving Loans, provided that no Revolving Credit Borrowings shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)requested or made during each sixty (60) day period commencing on each Zero Balance Period Commencement Date. Amounts repaid paid or prepaid in respect of Rollover Term Loans or Incremental Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. (a) On August 9, 2007, the “Lenders” issued “Commitments” (as each such term is defined in the Existing Credit Agreement) to certain of the Borrowers (“Existing Commitments”). The aggregate outstanding principal balance of the “Revolving Exposure” (as such term is defined in the Existing Credit Agreement) outstanding under the Existing Commitments immediately prior to giving effect to this Agreement was $85,502,688.00 (“Existing Revolving Exposure”). On the Restatement Date, each Continuing Lender shall purchase from one another and from the Exiting Lenders an undivided interest in such Existing Revolving Exposure in proportion to its Applicable Percentage. Such purchases shall be at par and shall be payable by such Continuing Lenders to the Administrative Agent for the respective accounts of the Continuing Lenders and Exiting Lenders. Upon the terms and subject to the conditions of this Agreement, such outstanding Existing Revolving Exposure shall constitute Revolving Exposure under this Agreement from and after the Restatement Date, and shall henceforth be governed by the terms and conditions of this Agreement in all respects. (b) Subject to the terms and conditions set forth herein: (a) Each , each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to the Borrower Borrowers from time to time during the Certain Funds Availability Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of that will not result in (a) such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. Revolving Exposure exceeding such Lender’s Commitment or (cb) Upon the conversion total Revolving Exposures exceeding the lesser of (x) the sum of the Bridge Term Loans into Rollover Loanstotal Commitments or (y) the Borrowing Base, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available subject to the Administrative Agent on the Closing Date by the time set forth Agent’s authority, in Section 2.03 its sole discretion, to make Protective Advances and Overadvances pursuant to the extent terms of Section 2.04 and 2.05. Within the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is foregoing limits and subject to the following terms and conditions being satisfied: (i) at set forth herein, the time of any such conversionBorrower may borrow, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers prepay and the Lenders shall have been paid in fullreborrow Revolving Loans.

Commitments. i. Subject to the terms and conditions set forth herein: (a) Each , each Revolving Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans to the Borrower denominated in Dollars or an Alternative Currency during the Certain Funds Revolving Availability Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal which will not result in such Revolving Lender’s Revolving Exposure exceeding its Revolving Commitment. The Borrower may borrow, prepay and reborrow Revolving Loans. ii. On the Effective Date, (i) each Revolving Lender that is also a Revolving Lender (as defined in the Existing Credit Agreement) under the Existing Credit Agreement (each, an “Existing Lender”) shall be deemed to have consented to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion amendment and restatement of the Bridge Term Loans into Rollover LoansExisting Credit Agreement set forth herein, each and such Existing Lender shall cancel on be deemed to have converted all (or such lesser amount allocated to such Existing Lender by the Lead Arrangers) of its records Revolving Commitment (as defined in the Existing Credit Agreement) under the Existing Credit Agreement (the “Existing Revolving Commitment”) into a principal Revolving Commitment under this Agreement (in such amount of the Bridge Term Loans held committed to by such Lender corresponding as set forth on Schedule 2.01(a)) and such Existing Lender shall thereafter be a Lender under this Agreement and (ii) each Existing Lender that will not be a Revolving Lender under this Agreement shall be deemed to have assigned its Existing Revolving Commitments to the principal amount of Rollover Loans issued by Revolving Lenders under this Agreement in such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied a manner as required by the conversion of such Bridge Term Loans into Rollover Loans in accordance Administrative Agent to effect the Revolving Commitments set forth on Schedule 2.01(a) with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For the result that, for the avoidance of doubt, the Joint Lead Arrangers and the Lenders each Existing Lender that are Affiliates will not be a Revolving Lender under this Agreement will, as of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates Effective Date, have funded on behalf of such Lenderno Revolving Commitments hereunder. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.

Commitments. The following terms shall govern a Lend▇▇’▇ ▇bligation to make Loans to the Borrower. 4144-2392-2490 (a) Subject to the terms and conditions set forth herein: (a) Each , each Revolving Loan Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan loans (referred to as its “Revolving Loan”) in dollars to the Borrower from time to time during the Certain Funds applicable Availability Period in a accordance with its Revolving Loan Percentage, so long as the aggregate principal amount of the Revolving Loans made by such Lender will not to exceed its Bridge Term Loan result in such Lender’s applicable Revolving Exposure exceeding such Lend▇▇’▇ ▇evolving Commitment. (b) Subject to satisfaction of the terms and conditions set forth herein, each Term Loan A1 Lender agreed to make a loan (referred to as its “Term Loan A1”) and each Term Loan A2 Lender agreed to make a loan (referred to as its “Term Loan A2”) in Section 2.01(e), dollars to the Borrower, and in one Borrowing for each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full Tranche on the Bridge Term Loan Maturity Fifth Amendment Effective Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon its Term Loan Percentage, so long as the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a aggregate principal amount of the Bridge applicable Class of Term Loans held made by such Lender corresponding to the principal amount did not exceed such Lend▇▇’▇ ▇erm Loan Commitment for such Class of Rollover Loans issued by such LenderTerm Loans. Once repaid or prepaid, which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Loan A1 and Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans Loan A2 may not be reborrowed. (dc) For Subject to the avoidance of doubtterms and conditions set forth herein, each Term Loan A3 Lender agrees to make a loan (referred to as its “Term Loan A3,” and together with the Joint Lead Arrangers Term Loan A1 and Term Loan A2, collectively referred to as the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (“Term Loans”) in addition dollars to the Borrower) to enforce , in one Borrowing on the obligations of any Lender that has not made Sixth Amendment Effective Date, in accordance with its share Term Loan Percentage, so long as the aggregate principal amount of the applicable Class of Term Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers such Lender will not exceed such Lend▇▇’▇ ▇erm Loan Commitment for such Class of Term Loans. Once repaid or their affiliates have funded on behalf of such Lenderprepaid, Term Loan A3 may not be reborrowed. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, there shall exist no Event of Default or event that, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to the Joint Lead Arrangers and the Lenders shall have been paid in full.