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. (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 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 the terms and conditions set forth herein: , (ai) Each Lender having a Bridge each Initial Term Loan Commitment Lender severally, and not jointly, agrees to make a Bridge Initial Term Loan Loans to the Borrower during Borrowers on the Certain Funds Period Closing Date in US 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 (x) the Bridge Term Loans have US Borrower in US Dollars or (y) the Canadian Borrower in US Dollars or Canadian Dollars or, in the case of either Borrower, subject to the conditions in Section 1.12, any applicable Alternate Currency, in each case, in an amount not been repaid in full to exceed such Revolving Lender’s Revolving Credit Commitment 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 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 giving effect to any Borrowing of Revolving Loans, the Outstanding Amount of any Lender’s Bridge Term Loan Revolving Credit Exposure 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 not exceed such Lender’s Bridge Term 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 reborrow the 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 Lender and each Additional Lender with an Additional Term Commitment for a given Class of Incremental Term Loans severally, and not jointly, 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 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 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 (i) such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance Revolving Facility Credit Exposure (except for the Administrative Agent with Section 2.13. (crespect to Agent Advances) 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 exceeding such Lender’s Revolving Facility Commitment (or, 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 doubtif less, the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition prior 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 delivery to the Administrative Agent on of the Post-Closing Date by Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the time set forth in Section 2.03 Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the extent the Joint Lead Arrangers Administrative Agent, $340 million, or their affiliates have funded on behalf of (iii) such Lender. (e) The ability ’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrower Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to automatically convert Bridge Term make Revolving Loans into Rollover or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans is and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the following conditions being satisfied: (i) at the time of any such conversionAdministrative Agent’s authority, there shall exist no Event of Default or event thatin its sole discretion, with notice and/or lapse of time, could become an Event of Default; and (ii) all fees due to make Agent Advances pursuant to the Joint Lead Arrangers terms of Section 2.04(d). Within the foregoing limits and subject to the Lenders shall have been paid in fullterms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

Commitments. Subject to the terms and conditions set forth herein: , (a) Each each Facility A Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolving Loans (the “Facility A Revolving Loans”) from time to time during the Availability Period to the Borrower during the Certain Funds Period Company in a principal amount not to exceed its Bridge Term Loan Commitment. dollars and (b) Subject each Facility B 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 Facility B Revolving Loans”) by from time to during the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal Availability Period to the then outstanding principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined Facility B Borrowers in accordance with Section 2.13. (c) Upon the conversion of the Bridge Term Loans into Rollover Loansdollars, Euros and Sterling, if, in 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 satisfiedcase after giving effect thereto: (i) at the time Facility A Revolving Exposure or Facility B Revolving Exposure of any Lender would not exceed such conversionLender’s Facility A Commitment or Facility B Commitment, there shall exist no Event respectively; (ii) the total Revolving Exposure would not exceed the lesser of Default or event that, with notice and/or lapse (x) the aggregate amount of time, could become an Event the Commitments and (y) the Aggregate Borrowing Base; (iii) the total Facility A Revolving Exposure would not exceed the lesser of Default(x) the aggregate amount of the Facility A Commitments and (y) the US Borrowing Base; (iv) the total Facility B Revolving Exposure would not exceed the lesser of (x) the aggregate amount of the Facility B Commitments and (y) the Aggregate Borrowing Base minus the Facility A Revolving Exposure; (v) the total Facility B Revolving Exposure relating to the European Borrowers would not exceed the European Sublimit; and (iivi) all fees due the total Revolving Exposure relating to the Joint Lead Arrangers Company would not exceed the US Borrowing Base; subject, in the case of each of clause (ii), (iii) and (iv) above, to the Lenders shall have been paid Administrative Agent’s authority, in fullits sole discretion, to make Protective Advances pursuant to the terms of Section 2.04. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow its Revolving Loans.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) Each , each Term Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Loans to the Borrower during Company on the Certain Funds Period Closing Date in Dollars in a principal amount that will not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of result in 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 exceeding such Lender, which corresponding principal amount of the Bridge ’s 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 repaid or prepaid in respect of Rollover 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 set forth herein, each Revolving Facility Lender agrees to enforce the obligations of any Lender that has not made its share of the make Revolving Facility Loans to be made by it available the Borrowers in Agreed Currencies, in each case 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 Revolving Facility Credit Exposure exceeding such Lender’s Revolving Facility Commitment, (eii) The ability the Dollar Amount of the total Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments, (iii) the Dollar Amount of the total outstanding Revolving Facility Loans denominated in Foreign Currency exceeding the Foreign Currency Sublimit or (iv) the Dollar Amount of the total outstanding Revolving Facility Loans made to the Foreign Borrower to automatically convert Bridge Term Loans into Rollover Loans is exceeding the Foreign Borrower Sublimit. Within the foregoing limits and subject to the following terms and conditions being satisfied: (i) at set forth herein, the time of any such conversionBorrowers 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 Facility Loans.

Commitments. Subject to the terms and conditions set forth herein: , (a) Each each Multicurrency Revolving Lender having a Bridge Term Loan Commitment agrees to make loans in dollars or in one or more Alternative Currencies (each such loan, a Bridge Term Loan “Multicurrency Revolving Loan”) to the Borrower Borrowers from time to time 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)Availability Period, 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 (i) such Multicurrency Revolving Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. Multicurrency Revolving Credit Exposure exceeding such Multicurrency Revolving Lender’s Multicurrency Revolving Commitment or (cii) Upon the conversion sum of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal aggregate amount of the Bridge Term Loans held by Multicurrency Revolving Credit Exposure of all Multicurrency Revolving Lenders exceeding the total Multicurrency Revolving Commitments and (b) each US Dollar Revolving Lender agrees to make loans in dollars (each such Lender corresponding loan, a “US Dollar Revolving Loan” and, together with the Multicurrency Revolving Loans, the “Revolving Loans” and each, a “Revolving Loan”) to the Borrowers from time to time during the Availability Period, in an aggregate principal amount that will not result in (i) such US Dollar Revolving Lender’s US Dollar Revolving Credit Exposure exceeding such US Dollar Revolving Lender’s US Dollar Revolving Commitment or (ii) the sum of Rollover Loans issued by such Lender, which corresponding principal the aggregate amount of the Bridge Term Loans shall be satisfied by US Dollar Revolving Credit Exposure of all US Dollar Revolving Lenders exceeding the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)total US Dollar Revolving Commitments. 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 conversionBorrowers 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 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. 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. 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 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 Initial 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 Dollars or in any Revolving Alternative Currency 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 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 Initial 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 applicable Refinancing Amendment or Incremental Facility Amendment, the Joint Lead Arrangers each Lender with an Additional Commitment of a given Class, severally and the Lenders that are Affiliates not jointly, agrees to make Additional 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 Additional Commitment of such conversion, there shall exist no Event Class of Default such Lender as set forth in the applicable Refinancing 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: , (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. 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 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. (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 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, and (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars to the Borrower 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 Borrower may borrow, prepay and reborrow Revolving Facility Loans, and (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 Borrower, 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. Subject to the terms and conditions set forth herein: , each Lender agrees (a) Each 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 Effective Date in a principal amount not to exceed exceeding its Bridge Term Loan Tranche A 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 make a Tranche B Term Loan Maturity Date, to 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 Parent Borrower on the Bridge Term Loan Maturity Effective Date in a principal amount not exceeding its Tranche B Commitment, (c) to make Domestic Revolving Loans to the Parent Borrower from time to time during the Domestic Revolving Availability Period in an aggregate principal amount equal that will not result in such Lender's Domestic Revolving Exposure exceeding such Lender's Domestic Revolving Commitment and (d) to make Multicurrency Revolving Loans to any Borrower from time to time during the Multicurrency Revolving Availability Period in an aggregate principal amount that will not result in such Lender's Multicurrency Revolving Exposure (determined base on Assigned Dollar Value, in the case of Alternative Currency Loans) exceeding such Lender's Multicurrency Revolving Commitment. 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 Borrowers 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 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, 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 U.S. Revolving Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan U.S. Revolving Loans to either Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s U.S. Revolving Credit Exposure exceeding such Lender’s U.S. Revolving Commitment, (ii) the total U.S. Revolving Credit Exposures exceeding the total U.S. Revolving Commitment or (iii) the aggregate Revolving Credit Exposure of all Lenders exceeding the Borrowing Base; provided that no U.S. Revolving Loans may be made (A) to the Company if, after giving effect thereto, Excess Availability would be less than the greater of (x) $60,000,000 and (y) 40% of the Line Cap at such time unless, in the case of this clause (A), the aggregate Credit Exposure in respect of Loans and Letters of Credit issued for the account of the Bermuda Borrower during at such time is not less than $15,000,000 or (B) to the Certain Funds Period in a principal amount not Bermuda Borrower, if the Outstanding Amount of Loans to the Bermuda Borrower would exceed its Bridge Term Loan Commitmentthe Bermuda Borrower Borrowing Cap. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow U.S. Revolving Loans. (b) Subject to satisfaction of the terms and conditions set forth herein, each Alternative Currency Revolving Lender agrees to make Alternative Currency Revolving Loans to either Borrower in Section 2.01(e), Dollars or Alternative Currencies from time to time during 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 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 Alternative Currency Revolving Credit Exposure exceeding such Lender’s Alternative Currency Revolving Commitment or (ii) the aggregate Revolving Credit Exposure of all Lenders exceeding the Borrowing Base; provided that no Alternative Currency Revolving Loans may be made (A) to the Company if, after giving effect thereto, Excess Availability would be less than the greater of (x) $60,000,000 and (y) 40% of the Line Cap unless, in the case of this clause (A), the aggregate Credit Exposure in respect of Loans and Letters of Credit issued for the account of the Bermuda Borrower at such time is not less than $15,000,000 or (B) to the Bermuda Borrower, if the Outstanding Amount of Loans to the Bermuda Borrower would exceed the Bermuda Borrower Borrowing Cap. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Alternative Currency Revolving Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon Notwithstanding anything to the conversion contrary in Section 2.01(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including, without limitation, reserves with respect to (i) sums that any U.S. Loan Party is or will be required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid (including, without limitation, a Rent Reserve against Eligible Inventory included in the Borrowing Base) and (ii) amounts owing by the Company or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Bridge Term Loans into Rollover LoansABL Priority Collateral, each Lender shall cancel on its records a principal amount which Lien or trust, in the Permitted Discretion of the Bridge Term Loans held by Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens granted in the Collateral Documents (such Lender corresponding as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the ABL Priority Collateral. In addition to the principal amount of Rollover Loans issued foregoing, the Administrative Agent shall have the right to have the Company’s and each U.S. Guarantor’s Inventory reappraised by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied a qualified appraisal company selected by the conversion of such Bridge Term Loans into Rollover Loans Administrative Agent in accordance with Section 2.01(b). Amounts repaid in respect 5.01(j) after the Closing Date for the purpose of Rollover Loans may not be reborrowedre-determining the Net Orderly Liquidation Value of the Eligible Inventory, and, as a result, re-determining the Borrowing Base. (d) For In the avoidance event that the Administrative Agent in its Permitted Discretion deems it necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of doubtrepayment of the Obligations or (iii) to pay any other amount chargeable to any Borrower pursuant to the terms of this Agreement, including, without limitation, expenses and fees, in the event the Borrowers are unable to comply with (A) the Borrowing Base limitations set forth in clause (a) or (b) of Section 2.01 or (B) the conditions precedent to the making of Loans or the issuance of Letters of Credit set forth in Section 4.02, (x) the Lenders authorize the Administrative Agent, for the account of the applicable Lenders, to make Revolving Loans to the Borrowers under any Class of Revolving Commitments, which, in each case, may only be made as Base Rate Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a Notice of Borrowing requesting an Agent Advance until the earlier of (i) the twentieth Business Day after such date, (ii) the date the Borrowers are again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Loans and issuance of Letters of Credit, or obtain an amendment or waiver with respect thereto or (iii) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the Joint Lead Arrangers and “Agent Advance Period”). The Administrative Agent shall not make any Agent Advance to the Lenders extent that are Affiliates at such time the amount of such Agent Advance, either (I) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrowers at such time, would exceed 10% of the Joint Lead Arrangers shall be entitled Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) or (II) in addition the case of an Agent Advance under (x) the U.S. Revolving Commitments, when aggregated with the amount of the U.S. Revolving Credit Exposure then outstanding, would exceed the aggregate amount of the U.S. Revolving Commitments or (y) the Alternative Currency Revolving Commitments, when aggregated with the amount of the Alternative Currency Revolving Credit Exposure then outstanding, would exceed the aggregate amount of the Alternative Currency Revolving Commitments. It is understood and agreed that, subject to the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to requirements set forth above, Agent Advances may be made by it the Administrative Agent in its sole discretion and that the Borrowers shall have no right to require that any Agent Advances be made. All Agent Advances shall be payable upon the earliest of (i) the date any Loan (other than an Agent Advance) is made following the date such Agent Advance is made, (ii) the 20th Business Day after such Agent Advance is made and (iii) demand by the Administrative Agent or the Required Lenders. Upon the making of any Agent Advance under any Class of Revolving Commitments, each Lender with a Revolving Commitment of such Class shall be deemed to have purchased a risk participation interest in an amount equal to its Applicable Percentage of such Agent Advance. The Administrative Agent at any time, in its sole and absolute discretion, may request that each Lender purchase its risk participation in any Agent Advance made under any Class of Revolving Commitments held by such Lender that are then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request for purposes hereof). Upon receipt of such notice, each applicable Lender shall make an amount equal to its Applicable Percentage of such Agent Advance available to the Administrative Agent in Same Day Funds for the account of the Administrative Agent at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the Closing Date day specified by the Administrative Agent, whereupon, each Lender that so makes funds available shall be deemed to have funded its risk participation in the relevant Agent Advance and such Lender’s payment to the Administrative Agent shall be deemed payment in respect of such participation. If any Lender fails to make available to the Administrative Agent any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.01(d) by the time set forth specified above, the Administrative Agent shall be entitled to recover from such Lender, 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 Administrative Agent at a rate per annum equal to the Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s funded participation in the relevant Agent Advance. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.01(d) shall be conclusive absent manifest error. Each Lender’s obligation to purchase and fund risk participations in Agent Advances pursuant to this Section 2.01(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, either Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Agent Advances, together with interest as provided herein. At any time after any Lender has purchased and funded a risk participation in an Agent Advance, if the Administrative Agent receives any payment on account of such Agent Advance, the Administrative Agent will distribute promptly to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. If any payment received by the Administrative Agent in respect of principal or interest on any Agent Advance made under any Class of Commitments is required to be returned by the Administrative Agent under any of the circumstances described in Section 2.03 9.08 (including pursuant to any settlement entered into by the Administrative Agent in its discretion), each applicable Lender shall pay to the extent Administrative Agent its Applicable Percentage thereof on demand of the Joint Lead Arrangers or their affiliates have funded on behalf Administrative Agent, plus interest thereon from the date of such Lender. (e) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject demand to the following conditions being satisfied: (i) date such amount is returned, 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 a rate per annum equal to the Joint Lead Arrangers and the Lenders shall have been paid in fullapplicable Overnight Rate.

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 set forth herein: (a) Each , each Construction Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Construction Loans to the Borrower Borrower, in each case from time to time during the Certain Funds Construction Availability Period in a an aggregate principal amount that will not result in (i) such Lender’s Construction Loans exceeding such Lender’s Construction Commitment or (ii) the aggregate amount of all Construction Loans exceeding the total Construction Commitments of all Lenders. Immediately prior to exceed the effectiveness of this Agreement, the Borrower owed to the Existing Lender, under the Existing Credit Agreement, an aggregate amount equal to $10,059,689.48 (including accrued and unpaid interest), which amount is hereby deemed to be a Construction Loan made by Citibank, N.A. hereunder in its Bridge Term Loan Commitmentcapacity as a Lender. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, each Revolving Lender agrees to make 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 Revolving 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 2.13Revolving Facility Exposure exceeding such Lender’s Revolving Commitment or (ii) the total Revolving Facility Exposure of all Lenders exceeding the total Revolving Commitments of all Lenders. (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 re-borrow Revolving Loans. Amounts repaid or prepaid in respect of Rollover Construction 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. Subject to the terms and conditions set forth herein: (a) Each Lender having a Bridge Term Loan Commitment agrees on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, certain Lenders agreed to make a Bridge 2024 Refinancing Term Loan B-1 Loans in Dollars to the Borrower during and 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 applicable Co-Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount equal to $1,371,562,500, (b) on the then outstanding Fifteenth Incremental Assumption and Amendment Agreement Effective Date, pursuant to the terms of the Fifteenth Incremental Assumption and Amendment Agreement, the Incremental Term B-1 Lenders were deemed to make Incremental Term B-1 Loans in Dollars to the Borrower and the applicable Co-Borrower in an aggregate principal amount of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13.equal to $143,200,320.55, (c) Upon on the conversion Sixteenth Incremental Assumption and Amendment Agreement Effective Date, pursuant to the terms of the Bridge Sixteenth Incremental Assumption and Amendment Agreement, the May 2024 Incremental Term B-1 Lenders agreed to make May 2024 Incremental Term B-1 Loans in Dollars to the Borrower and the applicable Co-Borrower in an aggregate principal amount equal to $474,299,679.45, (d) each Lender agrees to make Revolving Facility Loans of a Class in Dollars (or, subject to Section 1.05, in an Alternate Currency) to the Borrower and each applicable Co-Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such ▇▇▇▇▇▇’s Revolving Facility Credit Exposure of such Class exceeding such ▇▇▇▇▇▇’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 and each Co-Borrower may borrow, prepay and reborrow Revolving Facility Loans, (e) each Lender having an Incremental Term Loan Commitment (other than a May 2024 Incremental Term B-1 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 and each applicable Co-Borrower after the Ninth Incremental Assumption and Amendment Agreement Effective Date, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, (f) each Lender shall cancel on its records a having an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Revolving Loans to the Borrower and/or any Co-Borrower, in an aggregate principal amount of the Bridge Term Loans held by such Lender corresponding not to the principal amount of Rollover Loans issued by such Lenderexceed its Incremental Revolving Facility Commitment, 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 (g) amounts borrowed under Section 2.01(b2.01(a). Amounts , (b), (c) or (e) that are repaid in respect of Rollover Loans or prepaid may not be reborrowed. (d) For . From and after the avoidance of doubtSixteenth Incremental Assumption and Amendment Agreement Effective Date, the Joint Lead Arrangers 2024 Refinancing Term B-1 Loans, the Incremental Term B-1 Loans and the Lenders that are Affiliates of the Joint Lead Arrangers May 2024 Incremental Term B-1 Loans shall be entitled (in addition to treated as a single “Class” and have the Borrower) to enforce the obligations same terms and conditions for all purposes 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 this Agreement and the Lenders shall have been paid in fullother Loan Documents, including all scheduled, optional and mandatory prepayments.

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 Company on the Certain Funds Period Closing Date in a an aggregate principal amount not to exceed its Bridge Term B Loan Commitment; provided that the full amount of the Term B Loan Commitment shall be drawn in a single drawing on the Closing Date, and (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars or in any Alternate Currency 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, and (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 Borrower specified in the applicable Incremental Assumption Agreement, 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. Subject to the terms and conditions set forth herein: (a) Each each Term A Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan A Loans to the Borrower during on the Certain Funds Period Closing Date in a principal amount not to exceed its Bridge such Lender’s Term A Loan Commitment.; (b) Subject each Term B 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 make Term B 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 the Bridge Closing Date in a principal amount not to exceed such Lender’s Term B Loan Maturity Date Commitment; (c) each Revolving Facility Lender agrees to make Revolving Facility Loans to the Borrower from time to time during the Availability Period in Dollars or any Alternative Currency 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.Revolving Facility Credit Exposure exceeding such Lender’s Revolving Facility Commitment or (ii) the total Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitment; and (cd) 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 Facility 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. Subject to the terms and conditions set forth herein: (a) Each (x) on the Closing Date, the Initial Term B Lenders made the Initial Term B Loans to the Borrower in an aggregate principal amount of $450,000,000 and (y) on the Effective Date, the Incremental Term B Lenders agree to make the Incremental Term B Loans to the Borrower in an aggregate principal amount of $65,000,000 subject to the terms and conditions in the 2017 Incremental Assumption Agreement, (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars to the Borrower 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 Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having a Bridge an Incremental Term Loan Commitment agrees agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make a Bridge Incremental Term Loan Loans to the Borrower during the Certain Funds Period in a an aggregate principal amount not to exceed its Bridge Incremental Term Loan Commitment., and (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, from and after the Joint Lead Arrangers Effective Date, the Initial Term B Loans and the Lenders that are Affiliates of the Joint Lead Arrangers Incremental Term B Loans shall be entitled (in addition to treated as a single “Class” and have the Borrower) to enforce the obligations same terms and conditions for all purposes 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 this Agreement and the Lenders shall have been paid in fullother Loan Documents, including all scheduled, optional and mandatory prepayments.

Commitments. (a) Subject to the terms and conditions set forth in the Fifth Amendment, each Lender has agreed to make, or acquire through conversion of existing term loans, a Tranche A Term Loan to the Borrower on the Third Refinancing Date in a principal amount equal to its Tranche A Undertaking. (b) Subject to the terms and conditions set forth in the Fourth Amendment, each Lender has agreed to make, or acquire through conversion of existing term loans, a Tranche B Term Loan to the Borrower on the Second Refinancing Date in a principal amount equal to its Tranche B Undertaking. (c) 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 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 (after giving effect to any concurrent use of the then outstanding principal amount of proceeds thereof to repay Swingline Loans or LC Disbursements) result in such Lender’s Bridge Term Revolving Exposure exceeding such Lender’s Revolving Commitment. 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. (cd) 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.” (dg) For the avoidance of doubt, the Joint Lead Arrangers and the Lenders that are Affiliates Section 2.08(a) of the Joint Lead Arrangers shall be entitled (in addition Credit Agreement is amended 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 satisfiedread as follows: (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. 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 that will not result in (i) such ▇▇▇▇▇▇’s Revolving Facility Credit Exposure of such Class exceeding such ▇▇▇▇▇▇’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 then outstanding principal amount of such Lender’s Bridge Term 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. 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) 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. (a) Subject to the terms and conditions set forth herein (including clause (c) below), each Initial Term Lender severally, and not jointly, agrees to make an Initial Term Loan to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. (b) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, each Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make Additional Term Loans of such Class to the 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 or Incremental Facility Amendment. (c) Subject to the terms and conditions set forth herein: (a) Each , the Amendment No. 1 Additional Lender having a Bridge Term Loan Commitment agrees to make a Bridge an Additional Initial Term Loan to the Borrower during on the Certain Funds Period Amendment No. 1 Effective Date in Dollars in a principal amount not to exceed its Bridge Additional Initial 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 The Additional Initial Term Loans shall be satisfied by initially take the conversion form of such Bridge a pro rata increase in each outstanding Borrowing of Initial 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 immediately prior 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.Amendment No. 1

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) (i) Subject to the terms and conditions set forth herein: , (ai) Each each Term Lender having a Bridge (other than the 2020 Incremental Term Loan Commitment Lenders) severally agrees to make a Bridge an Initial Term Loan to the Borrower during the Certain Funds Period denominated 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 Dollars 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 Effective Date in an aggregate principal amount equal to its Initial Term Loan Commitment, (ii) each 2020 Incremental Term Lender severally agrees to make a 2020 Incremental Term Loan to the then outstanding Borrower denominated in Dollars on the 2020 Incremental Closing Date (as defined in Amendment No. 1) in an aggregate principal amount of equal to its 2020 Incremental Term Loan Commitment and (iii) each Revolving Lender agrees to make Revolving Loans to the Borrower denominated in Dollars during the Revolving Availability Period in an aggregate principal amount 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. (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 Exposure exceeding such Lender’s Revolving Commitment; provided that any borrowing of Revolving Loans on the Effective Date shall not exceed the Initial Revolving Borrowing Amount. 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 Initial Term Loans and 2020 Incremental 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) 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 terms and conditions set forth in Section 2.03 any Incremental Facility Amendment providing for, as applicable, the making or Refinancing of Term Loans or Revolving Loans, each Term Lender or Revolving Lender party thereto severally agrees to, as applicable, make or Refinance Term Loans or Revolving Loans, as applicable, on the date specified therein in an aggregate amount not to exceed the extent the Joint Lead Arrangers or their affiliates have funded on behalf amount of such Term Lender’s or Revolving Lender’s Commitment as set forth therein. (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 and upon the terms and conditions herein 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 any Dollars to the Borrower during the Certain Funds Period from its applicable lending office (each, a “Revolving Credit Loan”) 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. , provided that any such Revolving Credit Loans (bA) Subject shall be made available at any time and from time to satisfaction of time on and after the conditions set forth in Section 2.01(e), Closing Date and prior to 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 Revolving Credit Maturity Date, (B) may, at the then outstanding principal amount option 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 and subject to Section 2.8(e), be incurred and maintained as, and/or converted into ABR Loans or Term Benchmark Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of 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, (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 to the terms and conditions set forth herein: (a) Each Initial Term Lender having a Bridge Term Loan Commitment agrees severally, and not jointly, on the Effective Date, to make a Bridge Term Loan term loans to the Borrower during (the Certain Funds Period “Initial Term Loans”) in US Dollars and in a like principal amount not to exceed its Bridge Initial Term Loan CommitmentCommitment (and with the tenor therefor described in the definition of Term Loan Maturity Date). (b) Subject to satisfaction the terms and conditions herein set forth, each Revolving Credit Lender with a Revolving Credit Commitment of the conditions set forth in Section 2.01(e), the Borrower, and each Lendera particular Class agrees, severally and not jointly, agree that if to make Revolving Loans of such Class to the Bridge Term Loans have not been repaid Borrower in full on the Bridge Term Loan Maturity Available Currency requested by the Borrower, at any time and from time to time after the Effective 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 in an aggregate principal amount equal with respect to its Revolving Credit Commitment and the then outstanding principal amount termination of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined Revolving Credit Commitment of such Class in accordance with Section 2.13the terms hereof, in an aggregate Principal Amount at any time outstanding that will not, after giving effect to the making of such Revolving Credit Loans and the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. (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 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: , (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. (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 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 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 Lender having a Bridge on the Fifth Amendment Agreement Effective Date, certain Lenders made Term Loan Commitment agrees to make a Bridge Term Loan B-1 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), 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 $3,553,694,684.53. (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars (or, subject to Section 1.05, in an Alternate Currency) to the then outstanding Borrower from time to time during the Availability Period in an aggregate 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, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, (d) each Lender shall cancel on its records a having an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount of the Bridge Term Loans held by such Lender corresponding not to the principal amount of Rollover Loans issued by such Lenderexceed its Incremental Revolving Facility Commitment, 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 (e) amounts borrowed under Section 2.01(b). Amounts 2.01(a) or (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 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 Revolving Loans, denominated in dollars, to any Borrower from time to time during the Bridge Term Loans have not been repaid in full on Availability Period applicable to such Lender for 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 Facility Commitments 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 Revolving Credit Exposure exceeding such Lender’s Facility Commitment or (ii) the sum of the total Revolving Credit Exposures exceeding the total Facility Commitments. (b) Subject to the terms and conditions set forth herein, each Designated Currency Lender agrees to make Revolving Loans denominated in any Designated Currency to any Borrower from time to time during the Availability Period applicable to such Lender for the Designated Currency Subcommitments in an aggregate principal amount that, after giving effect to any requested Loan, will bear interest at a rate determined not result in accordance with Section 2.13(i) the aggregate amount of the Dollar Equivalents of the principal amounts of the Revolving Designated Currency Loans of any Designated Currency Lender exceeding such Lender’s Designated Currency Subcommitment, (ii) the aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans and Revolving Yen Loans exceeding the Eligible Currency Sublimit, (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Facility Commitment or (iv) the sum of the total Revolving Credit Exposures exceeding the total Facility Commitments. (c) Upon Subject to the conversion terms and conditions set forth herein, each Yen Lender agrees to make Revolving Loans denominated in Yen to any Borrower from time to time during the Availability Period applicable to such Lender for the Yen Subcommitments in an aggregate principal amount that, after giving effect to any requested Loan, will not result in (i) the Dollar Equivalent of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a aggregate principal amount of the Bridge Term Revolving Yen Loans held by such of any Yen Lender corresponding to the principal amount of Rollover Loans issued by exceeding such Lender’s Yen Subcommitment, which corresponding principal (ii) the aggregate amount of the Bridge Term Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans shall be satisfied by and Revolving Yen Loans exceeding the conversion Eligible Currency Sublimit, (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Facility Commitment or (iv) the sum 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 reborrowedthe total Revolving Credit Exposures exceeding the total Facility 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 of any such conversionBorrowers 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. (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: , 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: , each Lender agrees (a) Each Lender having a Bridge (i) if the Escrow Funding is to occur on the Escrow Funding Date in accordance with Section 2.24(a), to fund an Initial Term Loan Commitment agrees on the Escrow Funding Date for deposit in the Escrow Account pursuant to the Escrow Agreement or (ii) otherwise, to make a Bridge an Initial Term Loan to the Borrower during on the Certain Funds Period Closing Date, in either case, in a principal amount equal to but not to exceed exceeding its Bridge Initial Term Loan Commitment. Commitment and (b) Subject (i) if the Escrow Funding is to satisfaction of occur on the conditions set forth Escrow Funding Date in accordance with Section 2.01(e2.24(a), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full to fund a Revolving Loan on the Bridge Term Loan Maturity Date, Escrow Funding Date for deposit in the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted Escrow Account pursuant to the Escrow Agreement and (a Rollover Conversion”ii) 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 each case, in an aggregate principal amount equal that, in each case after giving effect to the then outstanding principal amount any simultaneous reduction of Revolving Exposure due to any application of proceeds from such Revolving Loans, will not result in such Lender’s Bridge Term Loans. Rollover Revolving Exposure exceeding such Lender’s Revolving Commitment or the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment; provided that Revolving Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon may be funded on the conversion of Escrow Funding Date or borrowed on the Bridge Term Loans into Rollover LoansClosing Date, each Lender shall cancel on its records a principal amount of as the Bridge Term Loans held by such Lender corresponding case may be, only to the principal amount of Rollover Loans issued by such Lenderextent that, which corresponding principal amount of after giving effect to the Bridge Term Loans shall be satisfied by the conversion funding or borrowing of such Bridge Term Loans into Rollover and the use of proceeds thereof, Unrestricted Cash shall not exceed (or, in the case of Revolving Loans in accordance with Section 2.01(b)funded on the Escrow Funding Date, be projected to exceed) $25,000,000. Amounts 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 amounts repaid in respect of Rollover Revolving Loans as a result of an Escrow Release Repayment may not be reborrowed. Amounts repaid or prepaid in respect of Term Loans (including in respect of Initial Term Loans as a result of an Escrow Release Repayment) 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: , (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 Borrowers 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 Borrowers (or any 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 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 or Incremental Facility Amendment, 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 Borrowers (or 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 conversion, there shall exist no Event Class of Default such Lender as set forth in the applicable Refinancing 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 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. 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 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 that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment; provided however, that no Lender shall be obligated to the then outstanding principal amount make a Revolving Loan in excess of such Lender’s Bridge Term Applicable Percentage of the difference between the aggregate Commitments and the Revolving Credit Exposure, no Lender shall be obligated to make a Revolving Loan other than in connection with the acquisition of the AT&T Property, the Westinghouse Property or the GE Property and no Lender shall be obligated to make a Revolving Loan in excess of such Lender’s Applicable Percentage of the Maximum Available Facility Amount with respect to each such Mortgaged Property. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow (solely for the purposes set forth above) 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 The aggregate amount of the Bridge Term Loans held by such Lender corresponding Commitments shall be reduced (on a pro rata basis as to each Lender) by: (a) 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 Mandatory Prepayment set forth in Section 2.03 2.10(e), (b) following the funding of the Revolving Loan made in connection with the acquisition of the Westinghouse Property and prior to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability funding of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to Revolving Loan made in connection with the following conditions being satisfied: (i) at acquisition of the time GE Property, the amount of any such conversionrequired principal amortization payments made in connection with Section 2.10(d) hereof until the aggregate Commitments equal $8,500,000.00 plus the then outstanding balance of the Loan, there shall exist no Event and (c) following the funding of Default or event thatthe Revolving Loan made in connection with acquisition of the GE Property, the amount of any required principal amortization payments made in connection with notice and/or lapse of time, could become an Event of Default; and (iiSection 2.10(d) all fees due to hereof until the Joint Lead Arrangers and the Lenders shall have been paid in fullCommitments equal $0.00.

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. 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. 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 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 Borrower at any time and from time to time from the Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Revolving Loan Lender's Revolving Credit Commitment; and (ii) each Term Loan Lender severally agrees to make the Term Loan to the Borrower during on the Certain Funds Period Effective Date, in a an aggregate principal amount not to exceed its Bridge the amount of such Term Loan Lender's Term Loan 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 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 satisfiedforegoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the time Borrower shall not exceed the Total Revolving Credit Commitment. The Revolving Credit Commitment of any such conversioneach Lender shall automatically and permanently be reduced to zero on the Final Maturity Date. Within the foregoing limits, there shall exist no Event of Default the Borrower may borrow, repay and re-borrow, on or event thatafter the Effective Date and prior to the Final Maturity Date, with notice and/or lapse of timesubject to the terms, could become an Event of Default; andprovisions and limitations set forth herein. (ii) all fees due to The aggregate principal amount of the Joint Lead Arrangers and Term Loan made on the Lenders Effective Date shall have been paid in fullnot exceed the Total Term Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may not be re-borrowed.

Commitments. 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 Dollar Tranche Revolving Loans from time to time during the Availability Period to the Borrower during Company and the Certain Funds Period Foreign Subsidiary Borrowers in a principal amount not to exceed its Bridge Term Loan Commitment. Dollars, and (b) Subject each Multicurrency Tranche Lender agrees to satisfaction of make Multicurrency Tranche Revolving Loans from time to time during 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 Availability Period 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 Company and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (Foreign Subsidiary Borrowers 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 Agreed Currencies, if, 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 satisfiedeach case, after giving effect thereto: (i) at the time Dollar Tranche Revolving Exposure of any each Dollar Tranche Lender would not exceed such conversion, there shall exist no Event Dollar Tranche Lender’s Dollar Tranche Commitment; (ii) the Multicurrency Revolving Exposure of Default or event that, with notice and/or lapse each Multicurrency Tranche Lender would not exceed such Multicurrency Tranche Lender’s Multicurrency Tranche Commitment; (iii) the aggregate Company Revolving Exposures of time, could become all Lenders would not exceed an Event of Defaultamount equal to (x) the Domestic Borrowing Base minus (y) the Foreign Borrowers Utilization; and (iiiv) the aggregate Foreign Borrowers Revolving Exposures of all fees due Lenders would not exceed an amount equal to (x) the sum of the Domestic Borrowing Base plus the Foreign Borrowing Base minus (y) the aggregate Company Revolving Exposures of all Lenders; subject, in each case, to the Joint Lead Arrangers Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the Lenders shall have been paid terms of Sections 2.05 and 2.06. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. The limitations on Borrowings referred to in fullclauses (i) through (iv) above are referred to collectively as the “Revolving Exposure Limitations”.

Commitments. 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 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 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 Agreed Currencies 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) subject to Sections 2.04 and 2.11(b), the then outstanding principal amount Dollar Amount of such Lender’s Bridge Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit, (b) each Term Loans. Rollover Loans will bear interest at a rate determined A Lender with an Initial Term Loan A Commitment agrees to make an Initial Term A Loan to the Borrower in accordance with Section 2.13. Dollars on the Closing Date, in an amount equal to such Lender’s Term Loan A Commitment by making immediately available funds available to the Term Loan A/Revolver Administrative Agent’s designated account, not later than the time specified by the Term Loan A/Revolver Administrative Agent and (c) Upon the conversion of the Bridge each Term Loans into Rollover Loans, each B Lender shall cancel on its records a principal amount of the Bridge with an Initial Term Loans held by such Lender corresponding Loan B Commitment agrees to make an Initial Term B Loan to the principal Borrower in Dollars on the Closing Date, in an amount of Rollover Loans issued by equal to such Lender’s Term Loan B Commitment by making immediately available funds available to the Term Loan B 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)Loan B Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower 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: (a) Each , each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan revolving loans to the Borrower Company (“Company Revolving Loans”) 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) subject to exceed its Bridge Term Loan Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the Revolving Credit Availability at such time, (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Company Revolving Credit Exposures exceeding the Company Revolving Credit Availability at such time or (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Company Revolving Loans and Company LC Exposure, in each case denominated in Foreign Currencies, exceeding the Company Foreign Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Company Revolving Loans. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, each Lender agrees to make revolving loans to 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 Canadian Borrowers (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Canadian Revolving Loans”) by in Canadian Dollars from time to time during the Borrower on the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal that will not result in (i) subject to Sections 2.04 and 2.11(b), the then outstanding principal amount Dollar Amount of 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, (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 total Revolving Credit Exposures exceeding the Revolving Credit Availability at such Lender corresponding time 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 sum 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 Dollar Amount of the Joint Lead Arrangers shall be entitled (in addition to total Canadian Revolving Credit Exposures exceeding the Borrower) to enforce Canadian Revolving Credit Availability. Within 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 foregoing limits and subject to the following terms and conditions being satisfied: (i) at set forth herein, the time of any such conversionCanadian Borrowers 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 Canadian Revolving Loans.

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 Original Term Loan Loans to the Lux 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 in full Revolver Borrower 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 in an aggregate principal amount equal to and the then outstanding principal amount termination of the Revolving Credit Commitment of such Lender’s Bridge Term Loans. Rollover Loans will bear interest at a rate determined Revolving Lender in accordance with Section 2.13. (c) Upon the conversion terms hereof, in Dollars or one or more Alternative Currencies; provided that after giving effect to any Borrowing of Revolving Loans, the Dollar Equivalent of the Bridge Term Loans into Rollover Loans, each Lender Outstanding Amount of such Revolving Lender’s Revolving Credit Exposure shall cancel on its records a principal amount of not exceed such Revolving Lender’s 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)Revolver Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts repaid paid or prepaid in respect of Rollover the Term Loans may not be reborrowed. (b) Subject to the terms and conditions of this Agreement, each Lender and each Additional Lender with an Additional Term Commitment for a given Class of Incremental Term Loans severally, and not jointly, agrees to make Incremental Term Loans to the Term Borrowers (or one or more wholly-owned subsidiaries of the Borrower Representative in accordance with Section 2.22(a)(xvi)(A)), which Incremental Term Loans shall not exceed for any such Lender or Additional Lender at the time of any incurrence thereof, the Additional Term Commitment of such Lender or Additional Lender for such Class on the respective Incremental Term Loan Borrowing Date. Notwithstanding the foregoing, 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 automatically be cancelled. Amounts repaid or prepaid in respect of such Incremental Term Loans may not be reborrowed. (c) Subject to the terms and conditions of this Agreement, each Lender and each Additional Lender with an Additional Revolving Commitment for a given Class of Incremental Revolving Loans severally, and not jointly, agrees to make Incremental Revolving Loans to the Revolver Borrower (or one or more Wholly-Owned Subsidiaries of the Borrower Representative in accordance with Section 2.22(a)(xvi)(B)), at any time and from time to time on and after the initial incurrence thereof, and until the earlier of the maturity thereof and the termination of the Additional Revolving Commitment of such Lender or Additional Lender (as applicable) in accordance with the terms hereof; provided that after giving effect to any Borrowing of Incremental Revolving Loans, the Outstanding Amount of such ▇▇▇▇▇▇’s Revolving Credit Exposure in respect of Additional Revolving Loans shall not exceed such ▇▇▇▇▇▇’s Additional Revolving Commitment in respect of Additional Revolving Loans. (d) For On the avoidance First Amendment Effective Date, (i) each Initial Euro Term Lender, severally, and not jointly, agrees to make Initial Euro Term Loans to the Lux Borrower in Euros in an aggregate principal amount equal to its Initial Euro Term Loan Commitment and (ii) without any further action or notice on the part of doubtany Person, all Original Term Loans (other than the Joint Lead Arrangers and portion thereof prepaid on the Lenders that are Affiliates First Amendment Effective Date pursuant to the terms of the Joint Lead Arrangers First Amendment) shall remain outstanding denominated in Dollars, and shall be entitled (redesignated as “Initial USD Term Loans” for all purposes of this Agreement, in addition to each case, accordance with the Borrower) to enforce the obligations of any Lender that has not made its share terms and conditions 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 LenderFirst Amendment. (e) The ability of On the Borrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: Second Amendment Effective Date, (i) at each 2017 Replacement Term Lender severally, and not jointly, agrees to make 2017 Replacement Euro Term Loans to the time of any Lux Borrower in an aggregate principal amount equal to 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 Lender’s 2017 Replacement Euro Term Loan Commitment and (ii) all fees due each 2017 Replacement Term Lender severally, and not jointly, agrees to make 2017 Replacement USD Term Loans to the Joint Lead Arrangers Lux Borrower in an aggregate principal amount equal to such ▇▇▇▇▇▇’s 2017 Replacement USD Term Loan Commitment, in each case in accordance with the terms and conditions of the Lenders shall have been paid Second Amendment. (f) On the Third Amendment Effective Date, each 2021 Replacement Term Lender severally, and not jointly, agrees to make 2021 Replacement Term Loans to the Lux Borrower in fullan aggregate principal amount equal to such Lender’s 2021 Replacement Term Loan Commitment in accordance with the terms and conditions of the Third Amendment.

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. (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 , 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. (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. 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: , (a) Each each Term Lender having a Bridge Term Loan Commitment agrees to make a Bridge an Initial Term Loan denominated in dollars to the Borrower during on the Certain Funds Period Effective Date in a principal amount not to exceed exceeding its Bridge Term Loan Commitment. Commitment in respect of Initial Term Loans and (b) Subject each Revolving Lender agrees to satisfaction of the conditions set forth make Revolving Loans denominated 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 (dollars or a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by Permitted Foreign Currency to the Borrower on from time to time, in each case during the Bridge Term Loan Maturity Date Revolving Availability Period, in an aggregate principal amount equal to the then outstanding principal amount of that will not result in such Revolving Lender’s Revolving Exposure exceeding such Lender’s Bridge Term LoansRevolving Commitment or the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon the conversion of the Bridge Initial Term Loans into Rollover and Revolving Loans denominated in dollars may be ABR Loans or Eurocurrency Loans, and Revolving Loans denominated in a Permitted Foreign Currency shall be Eurocurrency Loans, in each Lender shall cancel on its records a principal amount of case, as further provided herein. 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 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 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: (ai) Each each Revolving Loan Lender having a Bridge severally and not jointly agrees to make Revolving Loans to the Borrower at any time and from time to time after the Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender's Revolving Credit Commitment; and (ii) each Term Loan Commitment Lender severally agrees to make a Bridge Term Loan to the Borrower during on the Certain Funds Period Effective Date, in a an aggregate principal amount not to exceed its Bridge the amount of such Lender's Term Loan Commitment. (b) Subject Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to satisfaction the Borrower shall not exceed the lower of (A) the conditions set forth in Section 2.01(e)difference between (1) the Total Revolving Credit Commitment and (2) the aggregate Letter of Credit Obligations and (B) the difference between (1) the then current Borrowing Base and (2) the aggregate Letter of Credit Obligations. The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Final Maturity Date. Within the foregoing limits, the BorrowerBorrower may borrow, repay and each Lender, severally reborrow the Revolving Loans on or after the Effective Date and not jointly, agree that if prior to the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Final 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 subject 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 2.13terms, provisions and limitations set forth herein. (cii) Upon the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a The aggregate principal amount of the Bridge Term Loans held by such Lender corresponding to Loan made on the principal amount of Rollover Loans issued by such Lender, which corresponding Effective Date shall not exceed the Total Term Loan Commitment. Any 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 Loan which is 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 the 2018 Term Lenders agree to make, on the Repricing Effective Date, 2018 Term Loans to the Borrower in an aggregate principal amount of $373,437,500, subject to the terms and conditions set forth in the First Amendment; (b) each Revolving Facility Lender agrees from time to time during the Revolving Availability Period to make Revolving Facility Loans of a Class in U.S. Dollars to the Borrower from its U.S. Lending Office in an aggregate principal amount that will not result in such Lender’s Revolving Facility Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class; (c) each Lender having a Bridge an Incremental Term Loan Commitment agrees agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make a Bridge Incremental Term Loan Loans to the Borrower during to the Certain Funds Period Borrower, in a an aggregate principal amount not to exceed its Bridge Incremental Term Loan Commitment.; and (bd) Subject within the foregoing limits and subject to satisfaction of the terms and conditions set forth in Section 2.01(e)herein, the BorrowerBorrower 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 B 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 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: , (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. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and (ii) each LenderRevolving Lender severally, 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 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 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 Initial 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 LoansInitial Revolving Credit Exposure shall not exceed such Lender’s Initial Revolving Credit Commitment. 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 terms, conditions and limitations set forth herein, Initial Revolving Loans issued by such Lendermay be borrowed, 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)paid, repaid and reborrowed. 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 applicable Refinancing Amendment, the Joint Lead Arrangers Extension Amendment or Incremental Facility Amendment, each Additional Lender with an Additional Commitment of a given Class, severally and the Lenders that are Affiliates not jointly, agrees to make Additional 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 Additional 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 Additional 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. 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 with a Bridge Term B Loan Commitment agrees to make a Bridge Term Loan B Loans in Dollars to the Borrower during Borrowers 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 with a Revolving Facility Commitment of a Class agrees to satisfaction make Revolving Facility Loans of such Class to the conditions set forth Borrowers from time to time during the Availability Period for such Class of Revolving Facility 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 Dollars 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 and (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments under such Class of Revolving Facility. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers 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 Borrowers, 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 Loan Commitment; (d) amounts borrowed under Section 2.01(b). Amounts 2.01(a) 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 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. Subject to the terms and conditions set forth herein: (a) Each [Reserved]; (b) each Term B 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 principal amount not to exceed its Bridge such Lender’s Term B Loan Commitment.; (bc) Subject each Revolving Facility 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 Dollars 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 total Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow the Revolving Facility Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13.; (cd) Upon each Lender having an Incremental Term Loan Commitment or an Incremental Revolving Facility 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 and/or Incremental Revolving Facility Loans to the Borrower in an aggregate principal amount of not to exceed its Incremental Term Loan Commitment and/or Incremental Revolving Facility Commitment, as the Bridge Term Loans held by such Lender corresponding case may be; and (e) 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)Borrower may borrow, prepay and reborrow Revolving Facility 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 , each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan Revolver A Loans 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 Revolver A Credit Exposure exceeding such Lender’s Revolver A Commitment, or (ii) the sum of the total Revolver A Credit Exposures exceeding the total Revolver A 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 re-borrow Revolver A Loans. (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 Lender agrees to make Revolver B 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 Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. Revolver B Credit Exposure exceeding such Lender’s Revolver B Commitment, or (cii) Upon the conversion sum of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of total Revolver B Credit Exposures exceeding the Bridge Term Loans held by such Lender corresponding to total Revolver B Commitments. Within 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 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 fullre-borrow Revolver B Loans.

Commitments. (1) 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, (13) 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 (14) 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. (b2) 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. Subject to the terms and conditions herein set forth herein: forth, each Lender agrees, severally and not jointly, (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge an Initial Term Loan to the US Borrower during on the Certain Funds Period Closing Date in a principal amount not to exceed its Bridge Initial Term Loan Commitment. , (b) Subject to satisfaction make up to 4 (or such greater number as the Administrative Agent may agree to) Delayed Draw Term Loans to the US Borrower on or prior to the Delayed Draw Expiration Date in a principal amount not to exceed such Lender’s Delayed Draw Term Commitment in effect at such time, (c) to make Revolving Loans to the Borrowers, at any time and from time to time on and after the Closing Date, and until the earlier 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 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 at any time outstanding that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment or the Revolving Credit Exposure attributable to the then outstanding Subsidiary Borrower exceeding the Subsidiary Borrower Sublimit; provided, however, that the aggregate principal amount of such Lender’s Bridge Term LoansRevolving Loans and Swingline Loans made on the Closing Date shall not exceed $200,000,000 and (d) to make a Second-Lien Loan to the US Borrower on the Closing Date in a principal amount not to exceed its Second-Lien Commitment. Rollover Loans will bear interest at a rate determined Within the limits set forth in accordance with Section 2.13. clause (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 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 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 Term Loans and Second-Lien 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 On the terms and subject to the conditions set forth herein: of this Agreement (aincluding Article V), (i) Each Lender having a Bridge Term each of the parties hereto severally acknowledges and agrees that the Existing Loans shall continue as Loans for all purposes under this Agreement and the other Loan Commitment Documents, (ii) each of the Lenders and the Issuer severally agrees to make a Bridge Term Credit Extensions (including the extension of new Revolving Loans, Swing Line Loans and the issuance of additional Letters of Credit) as set forth below and (iii) each Lender severally agrees that it will purchase participation interests in the Letters of Credit pursuant to Section 2.6.1. SECTION 2.1.1. Revolving Loan to the Borrower during the Certain Funds Period in a principal amount not to exceed its Bridge Term Commitment and Swing Line Loan Commitment. (a) From time to time on any Business Day occurring prior to the Revolving Loan Commitment Termination Date, each Lender will make Loans (relative to such Lender, its “Revolving Loans”) to the Borrower equal to such Lender’s Percentage of the aggregate amount of the Borrowing of Revolving Loans requested by the Borrower to be made on such day. On the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay and reborrow Revolving Loans. (b) Subject From time to satisfaction of time on any Business Day occurring prior to 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 Revolving Loan Maturity Commitment Termination Date, the then outstanding principal amount of each Swing Line Lender will make Loans (relative to the Swing Line 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 its “Rollover Loan” and collectively, the “Rollover Swing Line Loans”) by to 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 the Swing Line Loans issued by such Lender, which corresponding principal amount of the Bridge Term Loans shall be satisfied requested by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)Borrower. Amounts repaid in respect of Rollover Loans may not be reborrowed. (d) For On the avoidance of doubt, the Joint Lead Arrangers terms 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 hereof, the Borrower may from time of any to time borrow, prepay and reborrow 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 fullSwing Line Loans.

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 term loans (the “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 Initial Revolving Lender severally, 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 agrees to make revolving loans (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Initial Revolving Loans”) to the Borrower in Dollars or any Alternate Currency as may be requested by the Borrower Borrower, at any time and from time to time on and after the Bridge Term Loan Closing Date, and until the earlier of the 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 terms, conditions and limitations set forth herein, (x) Revolving Loans denominated in Dollars may consist of Rollover ABR Loans, LIBO Rate Loans, or a combination thereof, and may be borrowed, paid, repaid and reborrowed and (y) Revolving Loans issued by such Lenderdenominated in any Alternate Currency shall consist of LIBO Rate Loans, which corresponding principal amount of the Bridge Term Loans shall and may be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)borrowed, paid, repaid and reborrowed. 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 applicable Refinancing Amendment, the Joint Lead Arrangers Extension Amendment, or Incremental Facility Amendment, each Lender with an Additional Commitment of a given Class, severally and the Lenders that are Affiliates not jointly, agrees to make Additional 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 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. Subject to the terms limitations below and conditions set forth herein: other provisions of the Credit Documents and on Business Days before the Termination Date, each Lender severally agrees to provide its Commitment Percentage of Borrowings (except for Administrative Agent in respect of Swing Borrowings) so long as, in each case, no Borrowing may be disbursed for less than $100,000 or that would cause any of the following applicable limitations to be exceeded, which limitations must be read together and are not mutually exclusive: o The total Principal Debt may never exceed the lesser of either (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. total Commitments or (b) Subject to satisfaction the total Borrowing Base. o The total Principal Debt of all Swing Borrowings may never exceed the Swing Sublimit. o The total Principal Debt of Wet Borrowings may never exceed the Wet Sublimit. o The total Principal Debt of Fixed-Rate Borrowings may never exceed $100,000,000. o The total Principal Debt of Second-Lien Borrowings may never exceed the Second-Lien Sublimit. o The total Principal Debt of Seasoned Borrowings may never exceed the lesser of either (i) the Seasoned Sublimit, or (ii) the portion of the conditions set forth in Section 2.01(e)Borrowing Base attributable to Eligible-Seasoned Loans. o The total Principal Debt of Commercial Loan Borrowings may never exceed the lesser of either (i) the Commercial Loan Sublimit, or (ii) the Borrower, portion of the Borrowing Base attributable to Eligible-Commercial Loans. o The total Principal Debt of High LTV Borrowings may never exceed the High LTV Sublimit. o The Principal Debt of Borrowings funded to and each Lender, severally actually received and used by a Co-Borrower may not jointly, agree that if exceed 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 Borrowing Base attributable 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 Collateral owned 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)Co-Borrower. Amounts repaid o Except for Administrative Agent in respect of Rollover Loans may not be reborrowed. (d) For the avoidance of doubtSwing Borrowings, the Joint Lead Arrangers and the Lenders that are Affiliates no Lender's direct or indirect portion of the Joint Lead Arrangers shall be entitled (in addition to the Borrower) to enforce the obligations of any Lender that has not made Principal Debt under this Section may ever exceed either 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 Commitment or their affiliates have funded on behalf of such Lenderits Commitment Percentage. (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 herein: forth, each Lender agrees, severally and not jointly, (a) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during on the Certain Funds Period Restatement Date in a principal amount not to exceed its Bridge Term Loan Commitment. , (b) Subject if such Lender has so committed pursuant to satisfaction of the conditions set forth in Section 2.01(e)2.24, to make Incremental Term Loans to 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 not to exceed its Incremental Term Loan Commitment, (c) to fund its Credit-Linked Deposit on the Restatement Date in an amount not to exceed its PF L/C Commitment and (d) to make Revolving Loans to the then outstanding Borrower, at any time and from time to time on or after the date hereof, and until the earlier of the 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 of at any time outstanding that will not result in such Lender’s Bridge Term Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment. Within the limits set forth in clause (d) of the preceding sentence and subject to the terms, conditions and limitations 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 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 Term Loans may not be reborrowed. (d) For . Letter of Credit Facility Loans may be prepaid without reducing the avoidance related Letter of doubtCredit Facility Commitments; provided, however, that Letter of Credit Facility Loans may not be reborrowed as such. Holdings, the Joint Lead Arrangers Borrower and the Lenders that are Affiliates acknowledge the making of Revolving Loans prior to the Restatement Date in accordance with the terms of the Joint Lead Arrangers Existing Credit Agreement and agree that such Revolving Loans, if any, outstanding on the Restatement Date shall continue to be entitled (in addition outstanding pursuant to the Borrower) to enforce the obligations terms and conditions 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 this Agreement and the Lenders shall have been paid in fullother Loan Documents.

Commitments. Subject to the terms and conditions set forth herein: , (a) Each each Revolving Lender having agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (ii) the sum of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments, (b) each Tranche A Term Lender with a Bridge Tranche A Term Loan Commitment agrees to make a Bridge Tranche A Term Loan to the Borrower during in Dollars on the Certain Funds Period Effective Date, in a principal an amount not equal to exceed its Bridge such Lender’s Tranche A Term Loan Commitment. Commitment by making immediately available funds available to the Borrower’s designated account, not later than the time specified by the Administrative Agent and (bc) Subject each Tranche B Term Lender with a Tranche B Term Loan Commitment agrees to satisfaction of make a Tranche B Term Loan to the Borrower in Dollars on the Effective Date, in an amount equal to such Lender’s Tranche B Term Loan Commitment by making immediately available funds available to the Borrower’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth in Section 2.01(e)herein, the BorrowerBorrower 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 pursuant to Section 2.07 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 with a Bridge Term A Loan Commitment on the Restatement Effective Date agrees to make a Bridge Term A Loan denominated in Dollars to the Borrowers on the Restatement Effective Date in a principal amount equal to its Term A Loan Commitment; (b) [reserved]; (c) each Lender agrees to make Revolving Facility Loans denominated in Dollars of a Class 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 amounts under the Revolving Facility Loans; and (d) each Lender having an Incremental Term Loan Commitment agrees, subject to the Borrower during terms and conditions set forth in the Certain Funds Period applicable Incremental Assumption Agreement, to make Incremental Term Loans denominated in a Dollars to the Borrowers, in an aggregate principal amount not to exceed its Bridge Incremental 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: , (aa)(i) Each subject to the terms and conditions set forth in the Third Amendment, each Initial Term Lender having a Bridge Term Loan Commitment agrees to make a Bridge (or is deemed to make) an Initial Term Loan denominated in dollars to the Borrower during on the Certain Funds Period Third Amendment Effective Date in a principal amount not exceeding its Initial Term Commitment and (ii) subject to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the terms and conditions set forth in Section 2.01(e)the Fourth Amendment, the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Fourth Amendment Term Loans have not been repaid in full on the Bridge Lender agrees to make a Fourth Amendment 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 denominated in dollars to the Borrower on the Bridge Fourth Amendment Effective Date in a principal amount not exceeding its Fourth Amendment Term Loan Maturity Date Commitment and (b) subject to the terms and conditions set forth in the Fourth Amendment and Restatement Agreement, each Revolving Lender agrees to make Revolving Loans denominated in dollars or a Permitted Foreign Currency to the Borrower from time to time, in each case during the Revolving Availability Period, in an aggregate principal amount equal to that will not result in such Revolving Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or the then outstanding Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment; provided that aggregate principal amount of such Lender’s Bridge Term Loans. Rollover Revolving Loans will bear interest at a rate determined made on the Fourth Amendment Effective Date to finance the Fourth Amendment Acquisition and the Target Debt Refinancing (as defined in accordance the Fourth Amendment) shall not exceed $75,000,000 (other than up to $10,000,000 to cash collateralize or provide credit support with Section 2.13. respect to existing letters of credit or similar instruments outstanding on the Fourth Amendment Effective Date under facilities no longer available to the Target (cas defined in the Fourth Amendment) Upon the conversion or its subsidiaries as of the Bridge Fourth Amendment Effective Date). Term Loans into Rollover may be ABR Loans or Term Benchmark Loans, each Lender shall cancel on its records a principal amount of as further provided herein. 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 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 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. 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 make a Bridge Loan (a “Term Loan Loan”) to Borrower on the Borrower during Closing Date in the Certain Funds Period in a principal amount not to exceed its Bridge Commitment as set forth on Schedule 1.1(a) hereto (its “Term Loan Commitment.”); and (b) Subject to satisfaction of make Loans to the conditions Borrower (each such Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitment” (such amount as the same may be reduced or increased from time to time as a result of one or more assignments pursuant to Section 2.01(e9.9, being referred to herein as such Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, 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 aggregate principal amount of each Lender’s Bridge Term all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan shall immediately after such latest specified Balance. The “Maximum Revolving Loan Balance” from time for payment, automatically to time will be converted the Aggregate Revolving Loan Commitment then in effect less the sum of (a Rollover Conversion”x) 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 Letter of Credit Obligations plus (y) outstanding Swing 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. (d) For . Within 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 limits set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. clause (eb) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is above and subject to the following terms, conditions being satisfied: (i) at and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow 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 Loans.

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) Subject to the terms and conditions set forth herein: , each Revolving Lender (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 ) agrees to 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 in Agreed Currencies from time to time during the Bridge Term Loan Maturity Date Availability Period in an aggregate principal amount equal that will not result (after giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.05(c)) in, subject to Sections 2.04 and 2.11(b), (i) the then outstanding principal amount Dollar Amount of such Lender’s Bridge Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, (ii) the Dollar Amount of the Total Revolving Credit Exposure exceeding the aggregate Revolving Commitments, (iii) the Dollar Amount of the total outstanding Revolving Loans, denominated in Sterling, exceeding the Sterling Sublimit, (iv) the Dollar Amount of the total outstanding Revolving Loans, denominated in Euro, exceeding the Euro Sublimit and (v) the Dollar Amount of the total outstanding Revolving Loans, denominated in any other Alternative Currency, exceeding the Applicable Foreign Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. (i) Subject to the terms and conditions set forth herein, each Term Loans. Rollover Loans will bear interest at A Lender with a rate determined Term A Loan Commitment (severally and not jointly) agrees to make a Term A Loan to the Borrower in accordance Dollars in a single drawing on the Closing Date, in an amount equal to such ▇▇▇▇▇▇’s Term A Loan Commitment on the Closing Date by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. (ii) Subject to the terms and conditions set forth herein, each Term B Lender with Section 2.13a Term B Loan Commitment (severally and not jointly) agrees to make a Term B Loan to the Borrower in Dollars in a single drawing on the Closing Date, in an amount equal to such ▇▇▇▇▇▇’s Term B Loan Commitment on the Closing Date by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. (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 any 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. 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.. 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 that will not result in (i) such ▇▇▇▇▇▇’s Revolving Facility Credit Exposure exceeding such ▇▇▇▇▇▇’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 then outstanding principal amount of such Lender’s Bridge Term 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. 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-1 Loans to the Borrower during on the Certain Funds Period Closing Date in a principal amount not to exceed its Bridge Term B-1 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 make Term B-2 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 the Bridge Closing Date in a principal amount not to exceed its Term B-2 Loan Maturity Commitment; (c) each Lender agrees to make Term B-3 Loans to the Borrower on the Closing Date in a principal amount not to exceed its Term B-3 Loan Commitment; (d) each Lender agrees to make Revolving Facility Loans to the Borrower from time to time during the Availability Period in Dollars or in one or more Alternative Currencies 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, (ii) the then outstanding Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments, (iii) the aggregate Outstanding Amount of all Revolving Facility Loans denominated in Alternative Currencies exceeding the Alternative Currency Sublimit or (iv) the Real Estate Revolver Facility Credit Exposure exceeding the Real Estate Revolver Facility Sublimit; provided, that the aggregate principal amount of such Lender’s Bridge Revolving Facility Loans made on the Closing Date shall not exceed $500.0 million. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans; (e) each Lender having an Incremental Term Loans. Rollover Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans will bear interest at a rate determined to the Borrower, in accordance with an aggregate principal amount not to exceed its Incremental Term Loan Commitment; and (f) amounts borrowed under Section 2.13. 2.01(a), (b), (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 or (e) 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 the terms and conditions set forth herein: , each Lender agrees (ai) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Borrower during Company on the Certain Funds Period Effective Date, in dollars, in a principal amount that will not to exceed its Bridge result in (x) such Lender's Term Loan exceeding such Lender's Term Loan Commitment or (y) the sum of the aggregate outstanding principal amount of the Loans and the LC Exposure exceeding the Borrowing Base then in effect and (ii) to make Revolving Loans to any Borrower from time to time during the Revolving Availability Period, in dollars, in an aggregate principal amount that will not result in (x) such Lender's Revolving Exposure exceeding its Revolving Commitment, (y) the sum of the aggregate outstanding principal amount of the Loans and the LC Exposure exceeding the Borrowing Base then in effect or (z) in the case of any Foreign Borrower, the sum of the aggregate outstanding principal amount of the Revolving Loans of all Foreign Borrowers exceeding $20,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Term Loans may not be reborrowed. The parties hereto acknowledge that the Term Loan Commitments terminated on the Effective Date. (b) Subject to satisfaction of the terms and conditions and relying upon the representations and warranties set forth in Section 2.01(e)herein, the Borrower, and each LenderFronting Lender that is party to a Foreign Borrower Supplement agrees, severally and not jointly, agree to make Revolving Loans to any Foreign Borrower that if is a designated Borrower under such Foreign Borrower Supplement from time to time during the Bridge Term Loans have not been repaid Revolving Availability Period, in full on the Bridge Term Loan Maturity Datedollars, 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 (i) such Lender's Revolving Exposure exceeding its Revolving Commitment, (ii) the then aggregate outstanding principal amount of the Loans and the LC Exposure exceeding the Borrowing Base then in effect, (iii) the aggregate principal amount of the Revolving Loans made by such Fronting Lender pursuant to such Foreign Borrower Supplement exceeding such Fronting Lender’s Bridge Term 's Foreign Borrower Commitment under such Foreign Borrower Supplement or (iv) the sum of the aggregate outstanding principal amount of the Revolving Loans of all Foreign Borrowers exceeding $20,000,000; provided that a Fronting Lender shall not be required to, and shall not, make any Revolving Loan under this paragraph if the Required Lenders shall have delivered to such Fronting Lender, not later than two Business Days prior to the date on which any such Revolving Loan shall have been scheduled to be made, a notice stating that a Default has occurred and is continuing and directing such Fronting Lender not to make Revolving Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (c) Upon In the conversion event that any Revolving Borrowing made pursuant to paragraph (b) above shall be outstanding and (i) the principal of or interest on such Borrowing shall not be paid within three Business Days after the date on which it is due and one or more Fronting Lenders holding a majority in interest of the Bridge Term outstanding Revolving Loans into Rollover Loansincluded in such Revolving Borrowing shall deliver to the Administrative Agent and the Company a request that the provisions of this paragraph take effect with respect to such Borrowing or (ii) the Revolving Commitments shall be terminated or the Loans accelerated pursuant to Article VII, then (A) each Revolving Lender shall cancel on acquire at face value a participation in the Loans included in such Revolving Borrowing and the interest accrued thereon equal to its records a principal amount Applicable Percentage of such obligations, and shall pay the Bridge Term Loans held purchase price for such participation by such Lender corresponding wire transfer of immediately available funds in dollars to the principal amount of Rollover Loans issued by such Lender, which corresponding principal amount of Administrative Agent in the Bridge Term Loans manner provided in Section 2.05 (and the Administrative Agent shall be satisfied by promptly wire the conversion of such Bridge Term Loans into Rollover Loans amounts so received to the applicable Fronting Lenders ratably in accordance with Section 2.01(b). Amounts their respective Revolving Loans included in such Revolving Borrowings) and (B) such Loans shall at all times thereafter, until repaid in respect accordance with the terms hereof, bear interest at the rate applicable to overdue ABR Borrowings under Section 2.13(c), and the principal of Rollover and interest on such Loans may not will be reborrowedpayable at the applicable times and places for overdue ABR Borrowings. The obligations of the Revolving Lenders to acquire and pay for participations in Revolving Loans pursuant to this paragraph shall be absolute and unconditional under any and all circumstances. (d) For the avoidance of doubtOne or more Foreign Borrowers, the Joint Lead Arrangers Administrative Agent and one or more Revolving Lenders may from time to time enter into one or more Foreign Borrower Supplements pursuant to which such Revolving Lenders may agree to serve as Fronting Lenders. Any such Foreign Borrower Supplement shall set forth the Lenders Foreign Borrower Commitment of each Fronting Lender party thereto, the Foreign Borrowers that may borrow under such Foreign Borrower Supplement, any special provisions for the times and places at which or the Persons to which Borrowing Requests are Affiliates to be delivered, proceeds of the Joint Lead Arrangers shall Borrowings are to be entitled (disbursed or payments in addition to the Borrower) to enforce the obligations respect of any Lender that has not made its share of the Loans Borrowings are to be made by it available or for the compensation to be payable to Fronting Lenders and any other special provisions to be applicable to Borrowings under such Foreign Borrower Supplement. Any special provisions referred to in the preceding sentence that shall be included in any Foreign Borrower Supplement shall be applicable to all Borrowings under such Foreign Borrower Supplement, notwithstanding any other provision of this Article II to the Administrative Agent on contrary (and in the Closing Date by absence of any such special provisions, the time applicable provisions set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lenderthis Article II shall control). (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 Term Lender having a Bridge Term Loan Commitment severally agrees to make a Bridge 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 Term Loan Commitment. Commitment (the “Term Facility”), (b) Subject [reserved], (c) each U.S. Revolving Lender severally 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 U.S. 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 Revolving Availability Period in an aggregate principal amount equal which will not result in such Lender’s U.S. Revolving Exposure exceeding such Lender’s U.S. Revolving Commitment (the “U.S. Revolving Facility”); provided, however, that, after giving effect to any Borrowing of U.S. Revolving Loans, the then outstanding aggregate 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 all outstanding U.S. Revolving Exposure shall not exceed the conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a aggregate principal amount of the Bridge Term U.S. Revolving Commitments and (d) each Sterling Revolving Lender severally agrees to make Sterling Revolving Loans held by such Lender corresponding to the Borrower denominated in dollars or Sterling from time to time during the Revolving Availability Period in an aggregate principal amount which will not result in such Lender’s Sterling Revolving Exposure exceeding such Lender’s Sterling Revolving Commitment (the “Sterling Revolving Facility”); provided, however, that, after giving effect to any Borrowing of Sterling Revolving Loans, the aggregate principal amount of Rollover Loans issued by such Lender, which corresponding all outstanding Sterling Revolving Exposure shall not exceed the aggregate principal amount of the Bridge Term Loans shall be satisfied by Sterling Revolving Commitments. Within the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b)foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid 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. Subject to the terms and conditions set forth herein: (a) Each (i) each Initial Term B Lender having a Bridge Term Loan Commitment agrees to make a Bridge Initial Term Loan B Loans 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. Commitment and (bii) Subject each Delayed Draw Term B 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 make Delayed Draw Term B 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 after the Bridge Term Loan Maturity Closing Date during the Availability Period in an aggregate principal amount equal not to exceed its Delayed Draw Term B Loan Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed; (b) each Lender agrees 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 Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Revolving Facility Commitment or (ii) the 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 $250.0 million. 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 fund its Credit-Linked Deposit on the conversion of Closing Date in Dollars in an amount not to exceed its Synthetic L/C Commitment; and (d) each Lender having an Incremental Term Loan Commitment agrees, subject to the Bridge 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 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 Amendment No. 2 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, (ii) the aggregate outstanding principal amount of all Term A Loans exceeding the aggregate of the Term A Loan Commitments. Rollover Notwithstanding the foregoing, the principal amount of Term A Loans will bear interest made prior to the effectiveness of Amendment No. 2 that remain outstanding immediately after giving effect to Amendment No. 2 shall be continued under this Agreement, and shall constitute usage of the Term A Loan Commitments and such existing Term A Loans shall be deemed Term A Loans on and after the Amendment No. 2 Effective Date. No amount in respect of the Term A Loans may be reborrowed once it has been repaid. Term A Loans shall be made available in immediately available funds in U.S. Dollars in such account and at a rate determined in accordance with Section 2.13such time on the Amendment No. 2 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 available 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 Term B Loan Lenders. Table 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.Contents

Commitments. Subject to the terms and conditions set forth (a) each Lender agrees to make Term B Loans in Dollars to the Borrower on the Closing Date in an aggregate principal amount not to exceed its Term B Loan Commitment, (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars (or, subject to Section 1.05, in an Alternate Currency) to the Borrower 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 Borrower may borrow, prepay and reborrow Revolving Facility Loans, (ac) Each each Lender having a Bridge an Incremental Term Loan Commitment agrees agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement to make a Bridge Incremental Term Loan Loans to the Borrower during the Certain Funds Period Borrower, in a an aggregate principal amount not to exceed its Bridge Incremental Term Loan Commitment., (bd) Subject Amounts of Term B Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed, and (e) each Lender having an Incremental Revolving Facility Commitment agrees, subject to satisfaction of the terms and conditions set forth in Section 2.01(e)the applicable Incremental Assumption Agreement, to make Incremental Revolving Loans to 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 not 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 2.13exceed its Incremental Revolving Facility Commitment. (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. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein: forth, each Lender agrees, severally and not jointly, (ai) Each Lender having a Bridge Term Loan Commitment agrees to make a Bridge Term Loan to the Closing Date Borrower during on the Certain Funds Period Closing Date in a principal amount not to exceed its Bridge Term Loan Commitment. Commitment and (bii) Subject to satisfaction make Revolving Loans to the Borrowers, at any time and from time to time on or after the Closing Date, and until the earlier 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 Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof and in an aggregate principal amount equal to the then at any time outstanding principal amount of that will not result in (x) such Lender’s Bridge Term Revolving Credit Exposure exceeding its Revolving Credit Commitment or (y) the Aggregate Revolving Credit Exposure exceeding the Total Revolving Credit Commitments. Within the limits set forth in clause (ii) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrowers 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 Term Loans may not be reborrowed. (db) For the avoidance of doubtEach Lender having an Incremental Term Loan Commitment or an Incremental Revolving Credit Commitment, the Joint Lead Arrangers severally and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition not jointly, hereby agrees, subject to the Borrower) terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Assumption Agreement, 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 or Incremental Revolving Loans, as applicable, to the Administrative Agent Borrowers in an aggregate principal amount not to exceed its Incremental Term Loan Commitment or Incremental Revolving Credit Commitment, as applicable, and on the Closing Date by the time terms and conditions set forth in Section 2.03 to the extent the Joint Lead Arrangers applicable Incremental Assumption Agreement. Amounts paid or their affiliates have funded on behalf prepaid in respect of such Lender. (e) The ability of the Borrower to automatically convert Bridge Incremental 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 fullmay not be reborrowed.

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 Initial Term Loan Loans to the Borrower during in Dollars on the Certain Funds Period Closing Date in a principal amount not to exceed its Bridge Initial Term Loan Commitment.; (b) Subject each Lender agrees to satisfaction make Revolving Facility Loans 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 Class 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 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.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; (c) Upon each Lender having an Incremental Term Loan Commitment or an Incremental Revolving Facility 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 and/or Incremental Revolving Facility Loans to the Borrower, in each Lender shall cancel on its records a case in Dollars, in an aggregate principal amount of not to exceed its Incremental Term Loan Commitment or Incremental Revolving Facility Commitment, as the Bridge Term Loans held by such Lender corresponding case may be; and (d) 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)Borrower may borrow, prepay and reborrow Revolving Facility 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. Subject to the terms and conditions set forth herein, : (a) Each each Lender having a Bridge Term Loan Commitment severally (and not jointly) agrees to make a Bridge Term Loan Revolving Loans in dollarsunder this Section 2.01(a) in Dollars to the Borrower U.S. 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 (i) such Lender’s Bridge Term LoansRevolving Exposure exceeding such Lender’s Commitment or , (ii) the Aggregate Revolving Exposure in respect of Loans made to the U.S. Borrowers and Letters of Credit issued for the account of the U.S. Loan Parties exceeding the U.S. Borrowing Base, or (iii) the Aggregate Revolving Exposure exceeding the lesser of (x) the aggregate Commitments of the Lenders and (y) the Borrowing Base, subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and Section 2.05. Rollover Within; (b) each Lender severally (and not jointly) agrees to make UK Loans under this Section 2.01(b) in Dollars or in one or more Alternative Currencies to the UK Borrowers 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 with (i) such Lender’s Revolving Exposure exceeding such Lender’s Commitment, (ii) such Lender’s Revolving Exposure in respect of Borrowings made by the UK Borrowers and Letters of Credit issued for the account of the UK Borrowers exceeding such Lender’s UK Revolving Commitment, (iii) the Aggregate Revolving Exposure in respect of Loans made to the UK Borrowers and Letters of Credit issued for the account of the UK Borrowers exceeding the lesser of (A) the aggregate UK Revolving Commitments and (B) the UK Borrowing Base or (iv) the Aggregate Revolving Exposure exceeding the aggregate Commitments of the Lenders, subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.13.2.04 and Section 2.05; and (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 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 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,in this Section 2.01, the time of any such conversionBorrowers 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: (a) Each each Lender having a Bridge Term B 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) each Revolving Facility Lender agrees to make Revolving Facility Loans to the Borrower 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 exceeding such Lender’s Revolving Facility Commitment or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided, that the aggregate principal amount of Revolving Facility Loans made on the Closing Date shall not exceed $30.0 million. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans; and (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 Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. (bd) Subject to satisfaction of the conditions set forth in Amounts borrowed under Section 2.01(e), the Borrower, 2.01(a) or 2.01(c) 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 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, pursuant to its applicable Commitment(s): (a) Each Lender having a Bridge Term Loan Commitment agrees on the Effective Date, to make a Bridge Term Loan Loans to the Borrower during Company in Dollars and/or Euros in the Certain Funds Period in a principal amount not to exceed respective amounts set forth opposite its Bridge name on Schedule 2.01 under the heading “Term Loan Commitment.Loans”; (b) Subject to satisfaction of make revolving loans to the conditions set forth in Section 2.01(e), Revolving Borrowers from time to time during 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 Revolving Availability Period 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 Facility Credit Exposure exceeding such Lender’s Revolving Facility Commitment or (B) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments, such Revolving Facility Loans to be made in (x) Dollars if to any Revolving Borrower other than a Foreign Subsidiary and (y) in Euros or Dollars, at the election of the Borrower Representative, on behalf of any Borrower, if to any Foreign Revolving Borrower, provided that the aggregate Revolving Facility Credit Exposure with respect to any Revolving Borrower (other than the Company and CAC) shall not exceed such Revolving Borrower’s Maximum Credit Limit; within the foregoing limits and subject to the terms and conditions set forth herein, the Revolving Borrowers 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 to make revolving loans to a CL Borrower (as specified in the conversion of related Borrowing Request) in Dollars from time to time during the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal CL Availability Period in an aggregate amount of the Bridge Term Loans held by such Lender corresponding to the principal amount of Rollover Loans issued by that will not result in (A) 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 ’s CL Exposure exceeding such Lender. ’s Credit- Linked Commitment or (eB) The ability of the Borrower to automatically convert Bridge Term Loans into Rollover Loans is CL Exposure exceeding the Total Credit-Linked Commitment; within the foregoing limits and subject to the following terms and conditions being satisfied: (i) at set forth herein, the time of any such conversionCL Borrowers 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 repay and the Lenders shall have been paid in fullreborrow CL Loans.

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 Dollars (or, subject to Section 2.01(e)1.05, 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”an Alternate Currency) 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 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. (a) Subject to the terms and conditions set forth herein: (a) Each , each Lender having with a Bridge Term Loan 364-Day Commitment agrees to make a Bridge Term Loan 364-Day Revolving Loans to the Borrower from time to time during the Certain Funds 364-Day 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 (i) such Lender's 364-Day Revolving Credit Exposure exceeding such Lender's 364-Day Commitment or (ii) the then outstanding sum of the total 364-Day Revolving Credit Exposures plus the aggregate principal amount of such Lender’s Bridge Term outstanding 364-Day Competitive Loans exceeding the total 364-Day Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow 364-Day 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 Term Loans into Rollover Loansterms and conditions set forth herein, each Lender shall cancel on its records with a LTF Commitment agrees to make LTF Revolving Loans to the Borrower from time to time during the LTF Availability Period in an aggregate principal amount that will not result in (i) such Lender's LTF Revolving Credit Exposure exceeding such Lender's LTF Commitment or (ii) the sum of the total LTF Revolving Credit Exposures plus the aggregate principal amount of outstanding LTF Competitive Loans exceeding the Bridge Term Loans held by such Lender corresponding to total LTF Commitments. Within 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 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 LTF Revolving Loans.

Commitments. Subject to the terms and conditions set forth herein: (a) Each on the Effective Date, the 2017 Refinancing Term B Lenders made 2017 Refinancing Term B Loans to the Borrower in an aggregate principal amount of $996,253,125, subject to the terms and conditions in the Second Incremental Assumption and Amendment Agreement. (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars (or, subject to Section 1.05, in an Alternate Currency) to the Borrower 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 Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having a Bridge an Incremental Term Loan Commitment agrees agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make a Bridge Incremental Term Loan Loans to the Borrower during the Certain Funds Period Borrower, in a an aggregate principal amount not to exceed its Bridge Incremental Term Loan Commitment., (bd) Subject each Lender having an Incremental Revolving Facility Commitment agrees, subject to satisfaction of the terms and conditions set forth in Section 2.01(e)the applicable Incremental Assumption Agreement, to make Incremental Revolving Loans to 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 not 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.exceed its Incremental Revolving Facility Commitment, and (ce) Upon the conversion amounts of the Bridge Term B 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 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.