Common use of Commitments Clause in Contracts

Commitments. Subject to the terms and conditions set forth herein, each Lender 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 (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

Commitments. (a) Subject to the applicable terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each New Money Lender agrees to make Revolving Loans new money loans (the “New Money Loans”) to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in in: (ai) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment Commitment, (ii) during the Interim Period, such Lender’s Revolving Credit Exposure exceeding its Applicable Percentage of the Interim Facility Cap, or (biii) the sum of the total Revolving Credit Exposures Exposure of all New Money Lenders exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Datethen-effective Available Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay repay and reborrow Revolving the New Money Loans. (b) On the (i) Interim Facility Effective Date, each Refinancing Lender shall become entitled to roll up an aggregate principal amount of Existing Loans held by such Lender equal to such Refinancing Lender’s Interim Refinanced Loan Amount as set forth opposite such Refinancing Lender’s name on Annex I under “Interim Refinanced Loan Amount” into roll-up loans hereunder (the “Interim Refinanced Loans”) and (ii) Final Facility Effective Date, each Refinancing Lender shall become entitled to roll up an aggregate principal amount of Existing Loans held by such Lender equal to such Refinancing Lender’s Final Refinanced Loan Amount as set forth opposite such Refinancing Lender’s name on Annex I under “Final Refinanced Loan Amount” into roll-up loans hereunder (the “Final Refinanced Loans” and, together with the Interim Refinanced Loans, collectively the “Refinanced Loans”). Subject to the terms and conditions set forth herein and without any further action by any party to this Agreement, each Refinancing Lender’s (i) Interim Refinanced Loans shall, from and after the Interim Facility Effective Date, and (ii) Final Refinanced Loans shall, from and after the Final Facility Effective Date, be designated as Refinanced Loans and administered hereunder. Such designation is not intended to and shall not constitute a payment on account of or a novation of the applicable Existing Loans, which shall continue to be outstanding under the Existing Credit Agreement and administered under this Agreement as Refinanced Loans. As a consequence of such designation, and solely to enable the Refinanced Loans to be administered hereunder, effective with such designation, each Refinanced Loan that is the subject of such designation shall from and after such designation constitute a Refinanced Loan hereunder; provided that, for the avoidance of doubt, until any Existing Loan has been designated as a Refinanced Loan hereunder and approved by the applicable DIP Order, the Refinanced Loans shall continue to be guaranteed by the Guarantors under the Existing Guaranty Agreement and secured by and entitled to the benefits of all Liens and security interests created and arising under the Existing Security Instruments, which Liens and security interests shall remain in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, and having the same perfected status and priority. Each such designation shall be applied on a pro rata basis to the Existing Loans held by such Refinancing Lender under the Existing Credit Agreement to the extent rolled up under this Agreement as set forth on Annex I. For the avoidance of doubt, each Refinancing Lender acknowledges and agrees that, by accepting the benefits of this Agreement, on the Interim Facility Effective Date and Final Facility Effective Date, as applicable, each Existing Lender rolling up loans under this Agreement shall become a party to this Agreement as a Refinancing Lender hereunder by executing and delivering a counterpart to this Agreement. Amounts rolled up under this Section 2.01(b) and repaid or prepaid may not be reborrowed. The Agent shall update Annex I on each of the Interim Facility Effective Date and the Final Facility Effective Date to reflect each Refinancing Lender’s Refinanced Loan Amount (which Refinanced Loan Amount listed on Annex I shall be conclusive absent manifest error) and deliver such updated Annex I to the Borrower and the Refinancing Lenders, whereupon such updated Annex I shall constitute Annex I for all purposes hereunder. Notwithstanding anything to the contrary herein, the Refinanced Loans shall be ABR Loans and shall bear interest at the Alternate Base Rate plus the Applicable Margin.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower in Dollars Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (b1) the sum lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior Borrowers presenting its computation will be delivered to the Restatement Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date, certain revolving loans were previously made )) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the Borrower under foregoing and within the Existing Credit Agreement which remain outstanding as of foregoing limits, the Restatement Effective Date Borrowers may borrow, repay (such outstanding loans being hereinafter referred to as or prepay) and reborrow Revolving Loans, on and after the “Existing Loans”)date hereof through the Availability Period, (y) subject to the terms terms, provisions and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each Lender severally and not jointly agrees case, after giving effect to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage application of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loansproceeds of such Loan).

Commitments. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Loans to the Borrower from time to time during the Commitment Period, and to purchase undivided interests and participations in Facility LCs in accordance with subsection 2.16 hereof, in an aggregate principal amount of Loans made by such Lender and of such Lender’s Ratable Share of the Facility L/C Obligations not to exceed at any time outstanding the amount set forth in Schedule 1 hereto (such Lender’s obligations to make Revolving Credit Loans and to purchase undivided interests and participations in Facility L/Cs in accordance with subsection 2.16 hereof in such amounts, as reduced, increased or otherwise modified from time to time pursuant to the terms of this Agreement, being herein referred to as such Lender’s “Commitment”), subject to the limitations set forth in subsection 2.1(b) hereof. (b) The aggregate amount of Borrowing Base Indebtedness at any one time outstanding may not exceed the Borrowing Base, and no Revolving Credit Loan (or Swingline Loan) shall be made, nor shall any Facility L/C be issued, that would have the effect of increasing the then outstanding amount of the Borrowing Base Indebtedness to an amount exceeding such Borrowing Base, provided that a Revolving Credit Loan shall not be deemed to have increased the amount of the Borrowing Base Indebtedness if, and only to the extent that, the proceeds of such Revolving Credit Loan are immediately used to repay a Swingline Loan. (c) No Revolving Credit Loans shall be made at any time that any Swingline Loan is outstanding, except for Revolving Credit Loans that are used, on the day on which made, to repay in full the outstanding principal balance of the Swingline Loans. During the Commitment Period and as long as no Default or Event of Default exists, Borrower may borrow, prepay in whole or in part and reborrow Revolving Credit Loans, all in accordance with the terms and conditions hereof. (d) Subject to the terms and conditions of this Agreement (including the limitations on the availability of Eurodollar Rate Loans and including the termination of the Aggregate Commitment as set forth hereinin Section 9 hereof), each Lender agrees to make the Revolving Credit Loans to the Borrower in Dollars may from time to time during the Availability Period be (i) Eurodollar Rate Loans, (ii) ABR Loans, or (iii) a combination thereof, as determined by Borrower and notified to Agent in an aggregate principal amount that will not result in accordance with subsection 2.3 hereof, provided (a) such Lender’s that no Revolving Credit Exposure exceeding such Lender’s Loan shall be made as a Eurodollar Rate Loan after the day that is one month prior to the last day of the Commitment or Period, and (b) that the sum maximum number of the total Tranches that may be outstanding at any one time as Revolving Credit Exposures exceeding Loans may not exceed eight in the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loansaggregate.

Commitments. Subject (a) From and including the Closing Date to but excluding the terms and conditions set forth hereinFacility Termination Date, each Lender 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 (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thatseverally agrees, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to on the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to make loans to the satisfaction of the reallocation Borrower (each such loan, a “Revolving Loan” and other transactions described in Section 1.06collectively, the Existing Loans shall be reevidenced as “Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans under requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the terms of Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Existing Loans shall be restated in their entirety Facility Termination Date. (b) From and shall be evidenced by this Agreementincluding the Closing Date to but excluding the Facility Termination Date, and (z) subject to each Lender severally agrees, on the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchaseparticipate in Facility LCs issued upon the request of the Borrower, on provided that after giving effect to the Restatement Effective Dateissuance of each such Facility LC, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans Outstanding Credit Exposure shall not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth hereinin Section 2.18. (c) From and including the Closing Date to but excluding the Facility Termination Date, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Outstanding Credit Exposure would exceed its Commitment at such time, provided that no Advance of Swingline Loans shall be made if, immediately after giving effect thereto, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in 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 Defaulting Lender arising from either the 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, prepay repay (including by means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Revolving Swingline Loans at any time prior to the Facility Termination Date, provided that the Borrower may not borrow Swingline Loans the proceeds of which are used to repay outstanding Swingline Loans.

Commitments. Subject to the terms and conditions set forth herein: (a) Each Lender with an Initial Term Commitment on the Closing Date (each, each an “Initial Term Lender”) severally agrees to make Term Loans on the Closing Date to the Acquisition Borrower and the Refinancing Borrower in an aggregate principal amount of all such Term Loans equal to the amount of such Lender’s Initial Term Commitment; provided that the amount allocated to the Acquisition Borrower and the amount allocated to the Refinancing Borrower shall be ratably apportioned to such Lenders based on the aggregate amount of Acquisition Term Loans and aggregate amount of Refinancing Term Loans, as indicated in the definitions thereof. Each such Lender, the Acquisition Borrower, the Refinancing Borrower and all other parties hereto further agree that immediately following the Asset Contribution on the Closing Date, (i) the Refinancing Borrower shall assume all the obligations of the Acquisition Borrower with respect to the Acquisition Term Loans (whereupon the Acquisition Borrower will no longer be a Borrower hereunder but will remain a Guarantor hereunder and under the other Loan Documents), (ii) the outstanding principal amount of the Acquisition Term Loans shall be automatically converted into Term Loans of the same Class as the Refinancing Term Loans and (iii) such combined Class of Term Loans (as so combined, the “Initial Term Loans”) shall constitute one fungible Class of Term Loans (including for U.S. Federal income tax purposes). The Initial Additional Term B Lender agrees to make Additional Term B Loans on the Amendment No. 1 Effective Date to the Refinancing Borrower in an aggregate principal amount of all such Additional Term B Loans equal to the amount of such Initial Additional Term B Lender’s Additional Term B Commitment. For the avoidance of doubt, on and after the Amendment No. 1 Effective Date, the Additional Term B Loans shall constitute Initial Term Loans, and the Initial Term Loans (including the Additional Term B Loans) shall constitute one fungible Class of Term Loan (including for U.S. Federal income tax purposes). (b) Each Revolving Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Revolving Availability Period in an aggregate principal amount that which will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or Revolving Commitment. (bc) The Swingline Lender agrees to make Loans (the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x“Swingline Loans”) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under from time to time during the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date Revolving Availability Period in accordance with Section 2.23. (such outstanding loans being hereinafter referred to as the “Existing Loans”), (yd) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. 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 Term Loans may not be reborrowed.

Commitments. Prior to the Effective Date, to the extent any loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement, such outstanding loans shall be hereinafter referred to as the “Existing Loans”. Subject to the terms and conditions set forth in this Agreement, the Borrower, Holdings and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Section 4.01 and the reallocation and other transactions described in Section 1.06, the Existing Loans (if any) shall, as of the Effective Date, be reevidenced as Loans of the applicable Class under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche 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 (ai) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (bii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood aggregate Dollar Tranche Commitments and agreed that, (xb) prior each Multicurrency Tranche Lender (severally and not jointly) agrees to the Restatement Effective Date, certain revolving loans were previously made make Multicurrency Tranche Revolving Loans to the Borrower under in Agreed Currencies from time to time during the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date Availability Period in an aggregate principal amount that will not result in (such outstanding loans being hereinafter referred to as the “Existing Loans”), (yi) subject to the terms Sections 2.04 and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.062.11(b), the Existing Loans shall be reevidenced as Dollar Amount of such Lender’s Multicurrency Tranche Revolving Loans under this AgreementCredit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (zii) subject to Sections 2.04 and 2.11(b), the terms sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and conditions set forth herein2.11(b), each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Dollar Amount of the total outstanding Multicurrency Tranche Revolving Loans hereunder) agrees to purchaseand Multicurrency Tranche LC Exposure, on in each case denominated in Foreign Currencies, exceeding the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateForeign Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans.

Commitments. Subject to On the terms and subject to the conditions of this Agreement, the Lenders and each Issuer severally agree to make Credit Extensions as set forth hereinbelow. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring on and after the Closing Date but prior to the Revolving Loan Commitment Termination Date, (i) each Lender agrees that it will make loans (relative to make such Lender, its "Revolving Loans Loans") to the Borrower in Dollars equal to such Lender's Revolving Loan Percentage of the aggregate amount of each Borrowing of Revolving Loans requested by the Borrower to be made on such day, and (ii) the Swing Line Lender agrees that it will make loans (its "Swing Line Loans") to the Borrower equal to the principal amount of the Swing Line Loan requested by the Borrower to be made on such day. The Commitment of each such Revolving Loan Lender described above is herein referred to as its "Revolving Loan Commitment", and the Commitment of the Swing Line Lender described above is herein referred to as its "Swing Line Loan Commitment". On the terms and subject to the conditions hereof, the Borrower may from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender's Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender's Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, the aggregate outstanding principal amount of all Swing Line Loans would exceed (x) the then existing Swing Line Loan Commitment Amount or (y) when combined with the aggregate outstanding principal amount of Revolving Loans and Letter of Credit Outstandings, the then existing Revolving Loan Commitment Amount.

Commitments. Subject to On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth herein, below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Closing Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to make such Lender, its “Revolving Loans”) to the Revolving Loan Borrower equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Revolving Loan Borrower to be made on such day; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Revolving Loan Borrower equal to the principal amount of the Swing Line Loan requested by the Revolving Loan Borrower to be made on such day. The Commitment of the Swing Line Lender described in Dollars this clause is herein referred to as its “Swing Line Loan Commitment”. On the terms and subject to the conditions hereof, the Revolving Loan Borrower may from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto and the use of proceeds thereof, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Revolving Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Revolving Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.

Commitments. Subject (a) Effective as of the Amendment Effective Date, in accordance with Section 3.06 of the Existing Credit Agreement, each Non-Consenting Lender shall be deemed to have assigned and delegated its Commitments (together with its pro rata portion of the Revolving Loans and participations in Letters of Credit in respect thereof), together with all of its other interests, rights and obligations under the Loan Documents in respect thereof, and each Consenting Lender with respect to which the amount set forth opposite its name on Schedule I hereto exceeds the amount of Commitments held by such Consenting Lender immediately prior to the terms Amendment Effective Date (each such Lender, an “Assuming Lender”) shall be deemed to have assumed and conditions set forth hereinaccepted the proportionate part of the Commitments (together with the pro rata portion of the Revolving Loans and participations in Letters of Credit in respect thereof) of the Non-Consenting Lenders (the amount of Revolving Loans and participations in Letters of Credit so assumed by such Assuming Lender, such Assuming Lender’s “Assumed Amount”) to the extent as shall be necessary in order that, after giving effect to all such assignments and delegations upon the Amendment Effective Date, each Consenting Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period shall hold Commitments in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) is equal to the sum respective amount set forth opposite its name on Schedule I hereto and the pro rata portion of the total Revolving Loans and participations in Letters of Credit Exposures exceeding with respect to such Commitments, which Schedule I shall reflect all of the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to Commitments under the Restatement Amended Credit Agreement. On the Amendment Effective Date, certain revolving loans were previously made (i) each Assuming Lender shall pay to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred Administrative Agent an amount sufficient to as the “Existing Loans”)purchase its Assumed Amount at par, (yii) subject each of Livent and Lithium Opco pay to the terms and conditions set forth in this AgreementAdministrative Agent all interest, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation fees and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety amounts then due and shall be evidenced by this Agreement, and (z) subject owing to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Non-Consenting Lender under the Existing Credit Agreement to and including the Amendment Effective Date, including payments due to such Non-Consenting Lender under Section 2.10 of the Existing Loans Credit Agreement, costs incurred under Section 3.03 or 9.15 of the Existing Credit Agreement and payments owing under Section 9.04(c) of the Existing Credit Agreement, (which, following such purchase, iii) the Administrative Agent shall be Revolving Loans hereunderpay the amounts received pursuant to clauses (i) and (ii) above to make additional Revolving Loans the Non-Consenting Lenders, (iv) each Non-Consenting Lender shall no longer be a Lender under the Loan Documents and (v) each Assuming Lender shall become a Lender under the Loan Documents with respect to Borrower as its Assumed Amount. (b) Each of Livent, the Administrative Agent and each Issuing Bank confirm, by its signature hereto, that each Assuming Lender is necessary an Eligible Assignee and is acceptable to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage it. Each party hereto agrees that this Amendment constitutes an Assignment and Acceptance for all purposes of Section 3.06 of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving LoansExisting Credit Agreement.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make (i) U.S. Revolving Loans to the U.S. Borrowers in Dollars, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Maturity Date and the termination of the Non-FILO Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met; provided that following a FILO Exchange Offer, no U.S. Revolving Loans may be made to any U.S. Borrower unless the amount of outstanding FILO Loans is equal to the FILO Line Cap, if any FILO Commitment exists at such time; and (ii) Canadian Revolving Loans to the Canadian Borrower in Dollars or Canadian Dollars, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Maturity Date and the termination of the Non-FILO Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met. Subject to the terms and conditions set forth herein, each FILO Lender agrees to make Revolving FILO Loans to the Borrower U.S. Borrowers in Dollars from time following a FILO Exchange Offer and thereafter until the earlier of one Business Day prior to time during the Availability Period Maturity Date and the termination of the FILO Commitment of such FILO Lender in an aggregate principal amount that will not result in (ai) such FILO Lender’s Revolving Credit FILO Exposure exceeding such Lender’s its FILO Commitment or and (bii) the sum aggregate amount of the total Revolving Credit Exposures FILO Loans exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateFILO Line Cap. Within the foregoing limits set forth above and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. The Canadian Borrower shall be liable as a borrower, but, for the avoidance of doubt, the U.S. Borrowers shall not be liable as borrowers, for all Canadian Revolving Loans. All U.S. Borrowers shall be jointly and severally liable as borrowers for all U.S. Revolving Loans and FILO Loans regardless of which U.S. Borrower received the proceeds thereof. Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender of its Commitment to make any such Loan to the extent not so made by such branch or Affiliate.

Commitments. Subject The Lender Schedule attached as Schedule II to the terms and conditions Original Agreement is hereby amended in its entirety to read as set forth hereinon Schedule II attached hereto. In connection therewith, Borrower, Administrative Agent and Lenders shall make adjustments to the Outstanding Amount of Loans and LC Obligations owing to each Lender agrees to make Revolving Loans (but not any interest accrued thereon prior to the Borrower date hereof or any accrued commitment or letter of credit fees under the Credit Agreement prior to the date hereof), including the borrowing of additional Loans and the repayment of Loans plus all applicable accrued interest, fees and expenses as shall be necessary to repay in Dollars from time full all Exiting Lenders, and to time during provide for Loans and LC Obligations owing to each Lender in the Availability Period in amount of its Percentage Share of all Loans and LC Obligations as of the date hereof, and each Lender shall be deemed to have made an aggregate principal amount that will not result in (a) assignment of its Commitment and outstanding Loans and LC Obligations owing to such Lender’s Revolving Credit Exposure exceeding , and assumed Commitments and outstanding Loans and LC Obligations owing to other Lenders, as may be necessary to effect the foregoing, but in no event shall any such Lender’s Commitment adjustment of any Eurodollar Loans (i) constitute a payment or prepayment of all or a portion of any Eurodollar Loans or (bii) the sum entitle any Lender to any reimbursement under Section 3.7 of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood Agreement. Borrower, Administrative Agent and agreed that, each Lender hereby (x) prior consents to all reallocations and assignments of the Commitments and Loans and LC Obligations effected pursuant to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”)foregoing, (y) subject acknowledges and agrees that such reallocations and assignments shall be deemed effective as if such reallocations and assignments were evidenced by Assignments and Assumptions among Lenders delivered pursuant to the terms and conditions set forth in this Agreement, Borrower and each Section 10.5(b) of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Credit Agreement, and (z) subject agrees that Lenders shall make full cash settlement of such reallocations and assignments through the Administrative Agent, as the Administrative Agent may direct or approve, such that after giving effect to the terms such settlement, each Lender’s Commitment and conditions Outstanding Amount of Loans and LC Obligations shall be as set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loansabove.

Commitments. Subject (a) Each Lender severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Lender agrees to make loans (each, a “Revolving Loans Loan,” and collectively, the “Revolving Loans”) to the Borrower in Dollars Borrower, from time to time on any Business Day during the Availability Period period from and including the Closing Date to but not including the Termination Date, in an aggregate principal amount that will at any time outstanding not result in (a) greater than the excess, if any, of its Commitment at such Lender’s Revolving time over its Letter of Credit Exposure exceeding at such Lender’s Commitment or (b) time, provided that no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto, the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain aggregate principal amount of Revolving Loans outstanding as of the Restatement Effective Date (at such outstanding loans being hereinafter referred to as the “Existing Loans”)time, (y) subject the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made pursuant to such Borrowing) would exceed the aggregate Commitments at such time. Subject to and on the terms and conditions set forth in of this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay repay and reborrow Revolving Loans. (b) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement and the Sweep Program (as long as it remains in effect), to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from and including the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment, notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit Exposure at such time, may exceed its Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement and the Sweep Program (as long as it remains in effect), the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.2(e)) and reborrow Swingline Loans. By their execution of this Agreement, the Borrower, Wachovia, and the Lenders hereby agree that effective as of the Closing Date (i) the aggregate outstanding principal balance of loans (not exceeding the Swingline Commitment) made under the Sweep Program shall be Swingline Loans under this Agreement and the Sweep Program and subject to the terms hereof and thereof, (ii) Wachovia shall be the Swingline Lender hereunder with respect to such Swingline Loans, and (iii) the applicable provisions of the Terminating Senior Indebtedness with respect to such Swingline Loans are replaced by this Agreement.

Commitments. Subject to the terms and conditions set forth hereinof this Agreement, each Lender severally agrees to make Revolving Loans advances to the Borrower in US Dollars or in one or more Alternative Currencies from time to time during time, subject to the Availability Period provisions of Section 2.4, from the Closing Date to the Maturity Date in an aggregate principal amount that will at any time outstanding up to but not result in (a) such Lender’s Revolving Credit Exposure exceeding the amount of such Lender’s Commitment or as then in effect; provided, however, (a) the aggregate Outstanding Amount of (i) the Revolving Loan outstanding applicable to a Lender plus such Lender’s Commitment Percentage of the Outstanding Amount of all L/C Obligations shall not at any time exceed such Lender’s Commitment, (ii) the Loan (inclusive of such Lender’s obligation to make advances under the Revolving Loan to pay Swingline Advances) outstanding applicable to a Lender plus such Lender’s Commitment Percentage of the Outstanding Amount of all L/C Obligations shall not at any time exceed such Lender’s Commitment and (iii) the Revolving Loan and L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, and (b) the sum of Total Outstandings shall not at any time exceed the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior aggregate Commitments. Subject to the Restatement Effective Dateforegoing limitations, certain revolving loans were previously made to and the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the other terms and conditions set forth in provisions of this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow hereunder the amount of the Commitments and may establish a Base Rate Balance and Libor Balances thereunder and, until the Maturity Date, the Borrower may Continue Libor Balances established under the Revolving LoansLoan or Convert Balances established under the Revolving Loan as either Libor Balances or Base Rate Balances into Base Rate Balances or Libor Balances, as applicable. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may from time to time request, and Bank of America may in its discretion from time to time advance in US Dollars (but shall in no event be obligated to advance), revolving loans which are to be funded solely by Bank of America (the “Swingline Advances”); provided, however, that (i) the aggregate principal amount of the Swingline Advances outstanding at any time shall not exceed twenty million US Dollars ($20,000,000) and the Total Outstandings shall not exceed the aggregate principal amount of the Commitments and (ii) Bank of America shall give the Agent and each Lender written notice of the aggregate outstanding principal amount of the Swingline Advances upon the written request of the Agent or any Lender (but no more often than once every calendar quarter). Furthermore, upon one (1) Business Day’s prior written notice given by Bank of America to the Agent and the other Lenders at any time and from time to time (including at any time following the occurrence of a Default or an Event of Default) and, in any event, without notice on the Business Day immediately preceding the Maturity Date, each Lender (including Bank of America) severally agrees, irrevocably and unconditionally, as provided in the first sentence of this Section 2.1, and notwithstanding anything to the contrary contained in this Agreement, any Default or Event of Default or the inability or failure of the Borrower or any of its Subsidiaries to satisfy any condition precedent to funding any advance under the Loan contained in Article 8 (which conditions precedent shall not apply to this sentence), to make an advance under the Revolving Loan, in the form of a Base Rate Balance, in an amount equal to its Commitment Percentage of the aggregate principal amount of the Swingline Advances then outstanding, and the proceeds of such advance under the Revolving Loan shall be promptly paid by the Agent to Bank of America and applied as a repayment of the aggregate principal amount of the Swingline Advances then outstanding. Subject to the other terms and provisions of this Agreement, the Borrower may borrow, prepay and reborrow hereunder the Swingline Advances and may establish a Base Rate Balance and IBOR Balances thereunder and, until the Maturity Date, the Borrower may Continue IBOR Balances established under the Swingline Advances or Convert Balances established under the Swingline Advances as either IBOR Balances or Base Rate Balances into Base Rate Balances or IBOR Balances, as applicable. Each Type of Balance under the Loan advanced by each Lender shall be established and maintained at such Lender’s Applicable Lending Office for such Type of Balance.

Commitments. Subject (a) Each Lender severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Lender agrees to make loans (each, a “Revolving Loans Loan,” and collectively, the “Revolving Loans”) to the Borrower in Dollars Borrower, from time to time on any Business Day during the Availability Period period from and including the Restatement Effective Date to but not including the Termination Date, in an aggregate principal amount that will at any time outstanding not result in (a) greater than the excess, if any, of its Commitment at such Lender’s Revolving time over its Letter of Credit Exposure exceeding at such Lender’s Commitment or time, provided that no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made pursuant to such Borrowing) would exceed the aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans. (b) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement and the Sweep Program (as long as it remains in effect), to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from and including the Restatement Effective Date to but not including the Swingline Maturity Date (or, if earlier, the Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment, notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit Exposure at such time, may exceed its Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Commitments at such time, and provided further that the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Restatement Effective Date, certain revolving loans were previously made Swingline Lender (in 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 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the 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 and the Sweep Program (as long as it remains in effect), the Borrower under may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.2(e)) and reborrow Swingline Loans. By their execution of this Agreement, the Existing Credit Agreement which remain outstanding Borrower, ▇▇▇▇▇ Fargo, and the Lenders hereby agree that effective as of the Restatement Effective Date (such i) the aggregate outstanding principal balance of loans being hereinafter referred to as (not exceeding the “Existing Loans”), (ySwingline Commitment) subject to made under the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans Sweep Program shall be reevidenced as Revolving Swingline Loans under this Agreement, Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits Sweep Program and subject to the terms hereof and conditions set forth hereinthereof, (ii) ▇▇▇▇▇ Fargo shall be the Borrower may borrowSwingline Lender hereunder with respect to such Swingline Loans, prepay and reborrow Revolving Loans(iii) the applicable provisions of the Existing Credit Agreement with respect to such Swingline Loans are replaced by this Agreement.

Commitments. Subject to On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth herein, below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrower in Dollars Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender 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 (ai) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (bii) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, total Commitments. (xb) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject Subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to make revolving credit loans (the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans “Working Capital Revolving Loans”) to the Borrower from time to time during the Availability Period, in an aggregate principal amount that will not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunderresult in (i) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Working Capital Revolving Loans hereunder to reflect exceeding such Lender’s Applicable Percentage Working Capital Revolving Sub-Commitment, (ii) the sum of all Working Capital Revolving Loans exceeding the total Working Capital Revolving Sub-Commitments, or (iii) the sum of the aggregate total Revolving Credit Exposure exceeding the total Commitments. (c) The Working Capital Revolving Sub-Commitment of each Lender constitutes a subset of such Lender’s Commitment such that (i) the availability of the Commitments of such Lender shall be reduced by the outstanding principal amount of such Lender’s Working Capital Revolving Loans on as of the Restatement Effective Date. time of determination and (ii) the Working Capital Revolving Sub-Commitment of each Lender shall be reduced by the amount, if any, by which (A) the outstanding principal amount of such Lender’s Revolving Credit Exposure as of the time of determination exceeds (B) the amount equal to such Lender’s Commitment minus such Lender’s Working Capital Revolving Sub-Commitment. (d) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving LoansLoans during the Availability Period. (e) On the Effective Date (or as soon as practicable with respect to (iii)): (i) the Borrower shall pay all accrued and unpaid commitment fees, break funding fees under Section 5.02 and all other fees that are outstanding under the Existing Credit Agreement for the account of each “Lender” under the Existing Credit Agreement;

Commitments. Subject (a) Each Revolving Credit Lender severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Lender agrees to make loans (each, a “Revolving Loans Loan,” and collectively, the “Revolving Loans”) to the Borrower in Dollars Borrowers, from time to time on any Business Day during the Availability Period period from and including the Closing Date to but not including the Revolving Credit Termination Date, in an aggregate principal amount that will at any time outstanding not result in (a) such Lender’s exceeding its Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; , provided that it is understood no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto (and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”Borrowing), (y) subject the Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay repay and reborrow Revolving Loans. (b) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrowers, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Credit Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Revolving Credit Lender outstanding at such time and its Letter of Credit Exposure at such time, would exceed the Swingline Lender’s own Revolving Credit Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (y) the Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrowers may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.2(e)) and reborrow Swingline Loans.

Commitments. Prior to the Effective Date, certain revolving loans were made to one or more of the Borrowers under the Existing Credit Agreement (including all “Revolving Credit Loans” under (and as defined in) the Existing Credit Agreement) which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.07, the Existing Revolving Loans shall be reevidenced as Revolving Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each US Tranche Lender (severally and not jointly) agrees to make US Tranche Revolving Loans to the Borrower US Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (aafter giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a)) (i) such ▇▇▇▇▇▇’s US Tranche Revolving Credit Exposure exceeding such ▇▇▇▇▇▇’s US Tranche Commitment or (ii) the sum of the total US Tranche Revolving Credit Exposures exceeding the aggregate US Tranche Commitments, (b) each Global Tranche Lender (severally and not jointly) agrees to make Global Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (after giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a)) (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Global Tranche Revolving Credit Exposure exceeding such Lender’s Commitment or Global Tranche Commitment, (bii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Global Tranche Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thataggregate Global Tranche Commitments, (xiii) prior subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Global Tranche Revolving Loans and Global Tranche LC Exposure, in each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit or (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Global Tranche Revolving Loans made and outstanding to the Restatement Foreign Subsidiary Borrowers, exceeding the Foreign Borrower Sublimit and (c) each Tranche A Term Lender with a Tranche A Term Loan Commitment (severally and not jointly) agrees to make a Tranche A Term Loan to the Company in Dollars on the Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount equal to such ▇▇▇▇▇▇’s Tranche A Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not less later than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under time specified by the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateAdministrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein, (a) each Lender severally agrees to make Revolving Loans in Dollars or in an Alternative Currency to the Borrowers from time to time on any Business Day during the Revolving Availability Period in such Lender's Applicable Percentage of such aggregate amount as the Borrower may from time to time request, (b) each Lender severally agrees to issue, extend and renew in Dollars such Lender’s Applicable Percentage, Syndicated Letters of Credit at the request of and for the account of any Borrower or any Eligible Affiliate from time to time during the Revolving Availability Period, (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account any Borrower or any Eligible Affiliate from time to time during the Revolving Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in SECTION 3.03, and (d) the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrowers from time to time on any Business Day during the Revolving Availability Period in an aggregate principal amount that will not result to exceed the Swingline Sublimit; provided, however, that, in each case, after giving effect to any Credit Extension (aincluding any concurrent repayment of Swingline Loans with proceeds of such Credit Extension), (i) such Lender’s Revolving Credit Exposure exceeding shall not exceed such Lender’s Commitment or Commitment, (bii) the sum of the total Revolving Credit Exposures exceeding shall not exceed the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this AgreementCommitments, and (ziii) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on LC Obligations with respect to Fronted Letters of Credit shall not exceed the Restatement Effective DateFronted Letter of Credit Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Revolving Loans. Revolving Loans may be ABR Loans, ▇▇▇▇▇ Loans, Term SOFR Loans or Eurocurrency Rate Loans, as further provided herein.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein, each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrower in Dollars from time to time during the Availability Period its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount that will not shall not, after giving effect thereto and to the application of the proceeds thereof, result in (ai) such Revolving Credit Lender’s Revolving Credit Exposure exceeding such Revolving Credit Lender’s Revolving Credit Commitment or and (bii) the sum of the total aggregate Revolving Credit Exposures exceeding the Aggregate Commitment; Maximum Borrowing Amount (subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.15), provided that it is understood any of the foregoing such Revolving Credit Loans (A) shall be made at any time and agreed that, (x) prior from time to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of time on and after the Restatement Effective Date (such outstanding loans being hereinafter referred and prior to as the “Existing Loans”)Revolving Credit Maturity Date, (yB) subject may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (b) Subject to and upon the terms and conditions herein set forth in this Agreementforth, Borrower and each of the Swingline Lender is authorized by the Lenders agree that to, and may, in its sole discretion, at any time and from time to time on and after the Restatement Effective Date but subject and prior to the satisfaction Swingline Maturity Date, make a loan or loans (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower (provided that the Swingline Lender shall not be obligated to make any Swingline Loan), which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the reallocation provisions of Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and other transactions described to the application of the proceeds thereof, result at any time in Section 1.06the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Maximum Borrowing Amount at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, the Existing all Swingline Loans shall be reevidenced as Revolving Loans under this Agreementrepaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the terms Borrower, the Administrative Agent or the Required Lenders stating that a Default or Event of Default exists and is continuing until such time as the Existing Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then outstanding Swingline Loans shall be restated in their entirety and funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall be evidenced deemed to be provided by the Swingline Lender in accordance with this AgreementSection 2.1(c)), in which case Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and (z) subject the proceeds thereof shall be applied directly to the terms Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions set forth hereinspecified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender severally hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and not jointly agrees interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the reallocation extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and other transactions described after such date of purchase. (d) If the maturity date shall have occurred in Section 1.06 respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (other than any Lender holding Existing Loans in an amount such consent not less than its Commitment under this Agreementto be unreasonably withheld, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchaseconditioned or delayed), on the Restatement Effective Date, from any Lender under the Existing Credit Agreement earliest occurring maturity date such Existing Loans (which, following such purchase, Swingline Loan shall be Revolving Loans hereunderdeemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) and to make additional Revolving the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swingline Loans to Borrower as be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth hereincontinuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may borrowbe reduced as agreed between the Swingline Lender and the Borrower, prepay and reborrow Revolving Loanswithout the consent of any other Person.

Commitments. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Loans to Borrower from time to time during the Commitment Period, and to purchase undivided interests and participations in Facility L/Cs in accordance with Section 2.16 hereof, in an aggregate principal amount of Revolving Credit Loans made by such Lender and of such Lender's Ratable Share of the Facility L/C Obligations not to exceed at any time outstanding the amount set forth in Schedule 1 hereto (such Lender's obligations to make Revolving Credit Loans and to purchase undivided interests and participations in Facility L/Cs in accordance with Section 2.16 hereof in such amounts, as reduced, increased or otherwise modified from time to time pursuant to the terms of this Agreement, being herein referred to as such Lender's "Commitment"), subject to the limitations set forth in Section 2.1(b) hereof. (b) No Revolving Credit Loan or Swingline Loan shall be made, nor shall any Facility L/C be issued, that would have the effect of increasing the then outstanding amount of the Borrowing Base Indebtedness to an amount exceeding the Borrowing Base as of the most recent Inventory Valuation Date, provided that a Revolving Credit Loan shall not be deemed to have increased the amount of the Borrowing Base Indebtedness if, and only to the extent that, the proceeds of such Revolving Credit Loan are immediately used to repay a Swingline Loan. (c) No Revolving Credit Loans shall be made at any time that any Swingline Loan is outstanding, except for Revolving Credit Loans that are used, in whole or in part, on the day on which made, to repay in full the outstanding principal balance of the Swingline Loans. During the Commitment Period and as long as no Default or Event of Default exists, Borrower may borrow, prepay in whole or in part and reborrow Revolving Credit Loans, all in accordance with the terms and conditions hereof. (d) Subject to the terms and conditions of this Agreement (including the limitations on the availability of LIBOR Rate Loans and including the termination of the Aggregate Commitment as set forth hereinin Article 9 hereof), each Lender agrees to make the Revolving Credit Loans to the Borrower in Dollars may from time to time during the Availability Period be (i) LIBOR Rate Loans, (ii) ABR Loans, or (iii) a combination thereof, as determined by Borrower and notified to Agent in an aggregate principal amount accordance with Section 2.3 hereof, provided that will not result in (a) such Lender’s no Revolving Credit Exposure exceeding such Lender’s Commitment or (b) Loan shall be made as a LIBOR Rate Loan after the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided day that it is understood and agreed that, (x) one month prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as last day of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving LoansPeriod.

Commitments. Subject to On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth herein, below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Closing Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a Revolving Loan Commitment (referred to as a "Revolving Loan Lender"), agrees that it will make loans (relative to make such Lender, its "Revolving Loans") to the Revolving Loan Borrower equal to such Lender's Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Revolving Loan Borrower to be made on such day; and (b) the Swing Line Lender agrees that it will make loans (its "Swing Line Loans") to the Revolving Loan Borrower equal to the principal amount of the Swing Line Loan requested by the Revolving Loan Borrower to be made on such day. The Commitment of the Swing Line Lender described in Dollars this clause is herein referred to as its "Swing Line Loan Commitment". On the terms and subject to the conditions hereof, the Revolving Loan Borrower may from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto and the use of proceeds thereof, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender's Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Revolving Letter of Credit Outstandings, would exceed such Lender's Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender's Revolving Loan Percentage of the aggregate amount of Revolving Letter of Credit Outstandings would exceed the Swing Line Lender's Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. SECTION 2.1.2. Revolving Letter of Credit Commitment. From time to time on any Business Day occurring from the Closing Date but three days prior to the Revolving Loan Commitment Termination Date, the relevant Revolving Issuer agrees that it will (a) issue one or more standby letters of credit (relative to such Issuer, its "Revolving Letter of Credit") for the account of any Borrower or any Subsidiary Guarantor in the Stated Amount requested by the Revolving Loan Borrower on such day; or (b) extend the Stated Expiry Date of an existing standby Revolving Letter of Credit previously issued hereunder. No Issuer shall be permitted or required to issue any Revolving Letter of Credit if, after giving effect thereto, (i) the aggregate amount of all Revolving Letter of Credit Outstandings would exceed the Revolving Letter of Credit Commitment Amount or (ii) the sum of the aggregate amount of all Revolving Letter of Credit Outstandings plus the aggregate principal amount of all Revolving Loans and Swing Line Loans then outstanding would exceed the Revolving Loan Commitment Amount.

Commitments. Subject to the terms and conditions set forth hereinof this Agreement, each Revolving Credit Lender severally agrees to make Revolving Loans Advances to the Borrower in Dollars Borrower, from time to time during until the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of Termination Date, on a pro rata basis as to the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to borrowing requested by the Borrower under the Existing Revolving Credit Agreement which remain outstanding Facility on any day determined by its Revolving Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Revolving Credit Lenders will not be required and shall have no obligation to make any Advance (i) so long as not all of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”)conditions under Section 5.2 hereof have been fulfilled, (yii) subject to so long as a Default or an Event of Default has occurred and is continuing or (iii) if the terms and conditions set forth in this Agreement, Borrower and each Administrative Agent has accelerated the maturity of the Lenders agree Revolving Credit Loans as a result of an Event of Default in accordance with Section 9.1 hereof; provided further, however, that on the Restatement Effective Date but subject immediately after giving effect to the satisfaction of the reallocation and other transactions described in Section 1.06each such Advance, the Existing Loans principal amount of Outstanding Revolving Credit Obligations shall be reevidenced as not exceed the Total Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateCommitment. Within the foregoing limits and subject to the terms and conditions set forth hereinsuch limits, the Borrower may borrow, prepay repay and reborrow hereunder, on any Business Day, until, but (as to borrowings and reborrowings) not including, the applicable Revolving LoansCredit Termination Date; provided, however, that (x) no Eurodollar Loan that is a Revolving Credit Loan shall be made which has an Interest Period that extends beyond the applicable Revolving Credit Stated Maturity Date and (y) each Revolving Credit Loan that is a Eurodollar Loan may, subject to the provisions of Section 2.12, be repaid only on the last day of the Interest Period with respect thereto unless the Borrower has paid any amounts due pursuant to Section 4.5 hereof. All borrowings of Revolving Credit Loans shall be made ratably under the Extended Revolving Credit Facility and the Non-Extended Revolving Credit Facility according to the respective Revolving Percentages of the Revolving Credit Lenders.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees agrees, severally and not jointly, to make under the Revolving Credit Facility, Revolving Loans to the Borrower in Dollars Borrowers, at any time and from time to time during on and after the Availability Period Closing Date until the earlier of one Business Day prior to the relevant Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof in an aggregate principal amount at any time outstanding that will not result in (a) such any Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of Revolving Loans by each Borrower regardless of which Borrower received the proceeds thereof. (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject Subject to the terms and conditions and relying upon the representations and warranties herein set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth hereinforth, each Lender agrees, severally and not jointly agrees jointly, to make term loans (each such loan a “Delayed Draw Term Loan”) to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans Borrowers from time to time prior to the Delayed Draw Term Loan Commitment Termination Date, in an aggregate amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on exceed the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each amount of such Lender’s Delayed Draw Term Loan Commitment; provided, however, that after giving effect to any Delayed Draw Term Loan Borrowing, (i) the total Delayed Draw Term Loans of all Lenders shall not exceed the aggregate Delayed Draw Term Loan Commitments in effect at such time and (ii) the portion of the outstanding Revolving Delayed Draw Term Loans hereunder to reflect of any Lender shall not exceed such Lender’s Applicable Percentage Delayed Draw Term Loan Commitment at such time. Any principal amount of any Delayed Draw Term Loan that is repaid or prepaid may not be reborrowed. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of Delayed Draw Term Loans by each Borrower regardless of which Borrower received the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loansproceeds thereof.

Commitments. Subject (a) From and including the Closing Date to but excluding the terms and conditions set forth hereinFacility Termination Date, each Lender 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 (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thatseverally agrees, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to on the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to make loans to the satisfaction of the reallocation Borrower (each such loan, a "Revolving Loan" and other transactions described in Section 1.06collectively, the Existing Loans shall be reevidenced as "Revolving Loans") in an amount equal to its Pro Rata Share of all Revolving Loans under requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender's Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the terms of Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Existing Loans shall be restated in their entirety Facility Termination Date. (b) From and shall be evidenced by this Agreementincluding the Closing Date to but excluding the Facility Termination Date, and (z) subject to each Lender severally agrees, on the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchaseparticipate in Facility LCs issued upon the request of the Borrower, on provided that after giving effect to the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause issuance of each such Lender’s outstanding Revolving Loans hereunder to reflect Facility LC, such Lender’s Applicable Percentage of the aggregate Revolving Loans 's Outstanding Credit Exposure shall not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth hereinin Section 2.18. (c) From and including the Closing Date to but excluding the Facility Termination Date, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a "Swingline Loan," and collectively, the "Swingline Loans"), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the Swingline Lender's Outstanding Credit Exposure would exceed its Commitment at such time, but provided that no Advance of Swingline Loans shall be made if, immediately after giving effect thereto, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, prepay repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.7(c)) and reborrow Revolving Swingline Loans at any time prior to the Facility Termination Date, provided that the Borrower may not borrow Swingline Loans the proceeds of which are used to repay outstanding Swingline Loans.

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Existing Term Lender has made a “Term Loan” (as defined in the Existing Credit Agreement) (such Term Loans, the “Existing Term Loans”) and such Existing Term Loans shall be deemed to be Term Loans hereunder. In connection with the continuation and funding of the 2018 New Term Loans on the 2018 Refinancing Amendment Effective Date and the provision of the Revolving Credit Commitments from and after the 2018 Refinancing Amendment Effective Date, all accrued and unpaid principal, interest, fees and other amounts owing under the Existing Credit Agreement immediately prior to the 2018 Refinancing Amendment Effective Date shall be paid, repaid or replaced, as the case may be, in full by the 2018 New Term Loans and Refinancing Revolving Commitments as provided on the 2018 Refinancing Amendment Effective Date, as the case may be. Following the making or continuation thereof, as applicable, on the 2018 Refinancing Amendment Effective Date, the 2018 New Term Loans shall constitute Initial Term Loans and Term Loans, as applicable, in all respects. Following the provision thereof on the 2018 Refinancing Amendment Effective Date, the Refinancing Revolving Commitments (as defined in the 2018 Refinancing Amendment) shall constitute Revolving Credit Commitments in all respects. (b) Subject to the terms and conditions hereof, each Lender severally agrees to make make, in Dollars and any Alternative Currency, revolving credit loans (“Revolving Loans Credit Loans”) to the Borrower in Dollars Borrowers from time to time during the Availability Revolving Credit Commitment Period in an aggregate principal amount that will not result in (a) at any one time outstanding the Dollar Equivalent of which, when added to such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or Percentage of the L/C Obligations then outstanding, does not exceed the lesser of (bi) the sum amount of such ▇▇▇▇▇▇’s Revolving Credit Commitment and (ii) the amount equal to such ▇▇▇▇▇▇’s Revolving Credit Percentage of the total Total Availability at such time. During the Revolving Credit Exposures exceeding Commitment Period the Aggregate Commitment; provided that it is understood Borrowers may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and agreed thatreborrowing, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to all in accordance with the terms and conditions set forth hereof. The Revolving Credit Loans may from time to time be Eurodollar Loans or, in this Agreementthe case of Revolving Credit Loans denominated in Dollars, Base Rate Loans as determined by the Borrower and each of the Lenders agree that on the Restatement Effective Date but subject notified to the satisfaction of the reallocation Administrative Agent in accordance with Sections 2.2 and other transactions described in Section 1.062.8, the Existing Loans provided that no Revolving Credit Loan shall be reevidenced made as a Eurodollar Loan after the day that is one month prior to the Revolving Credit Termination Date. Revolving Credit Loans under this Agreement, the terms of the Existing Loans denominated in any Alternative Currency shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Eurodollar Loans.

Commitments. Subject Prior to the terms and conditions set forth herein, each Lender 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 (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans “Loans” were previously made to the Borrower Existing Borrowers under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as “Revolving Facility Loans,” the “Existing Revolving Facility Loans” and such outstanding “Swing Line Loans,” the “Existing Swing Line Loans” and together with the Existing Revolving Facility Loans, the “Existing Loans”). As of the Effective Date and prior to the funding of any Loans hereunder on the Effective Date, (y) subject the outstanding principal balance of the Existing Revolving Facility Loans is $160,518,198.76 and the outstanding principal balance of the Existing Swing Line Loans is $0. Subject to the terms and conditions set forth in this Agreement, each Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Revolving Facility Loans shall be reevidenced re-evidenced as Revolving Facility Loans under this Agreement, Agreement and the Existing Swing Line Loans shall be re-evidenced as Swing Line Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject . Subject to the terms and conditions set forth herein, herein each Revolving Facility Lender severally and not jointly agrees to make Revolving Facility Loans to the reallocation and other transactions described Borrowers in Section 1.06 and (other than Dollars from time to time on any Lender holding Existing Loans Business Day during the Availability Period in an aggregate principal amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on exceed at any time outstanding the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each amount of such Lender’s outstanding Revolving Loans hereunder Facility Commitment; provided, however, that, after giving effect to reflect any Revolving Facility Borrowing, (i) the Revolving Facility Credit Exposure shall not exceed the lesser of the Maximum Credit and the Borrowing Base, (ii) the Revolving Facility Credit Exposure of any Revolving Facility Lender shall not exceed such Lender’s Applicable Percentage Revolving Facility Commitment and (iii) the aggregate outstanding principal balance of Revolving Facility Loans made to Bowling Green shall not exceed the greater of (a) $75,000,000 and (b) the portion of the aggregate Revolving Loans on Borrowing Base pertaining to the Restatement Effective Dateassets (net of Reserves) of Bowling Green. Within the foregoing limits of each Lender’s Revolving Facility Commitment, and subject to the other terms and conditions set forth hereinhereof, the each Borrower may borrowborrow under this Section 2.01, prepay under Section 2.11 and reborrow under this Section 2.01. Revolving Facility Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

Commitments. Subject to the terms and conditions set forth herein: (a) Each Converting Term Loan of each Converting Term Lender shall automatically be hereby converted to a like principal amount of Initial Term Loans on the Restatement Effective Date. All accrued and unpaid interest on the Converting Term Loans to, each but not including, the Restatement Effective Date shall be payable on the Restatement Effective Date, but no amounts under Section 2.14 of the Existing Credit Agreement shall be payable in connection with such conversion. (b) Each Term Lender severally agrees to make Initial Term Loans to the Borrower on the Restatement Effective Date in an aggregate principal amount equal to the amount of such Term Lender’s Term Commitment. The Borrower shall prepay the aggregate principal amount of the Non-Converting Term Loans substantially concurrently with the receipt of the proceeds of the Initial Term Loans. All accrued and unpaid interest on the Non-Converting Term Loans to, but not including, the Restatement Effective Date shall be payable on the Restatement Effective Date, and the Borrower will make any payments required under 2.14 of the Existing Credit Agreement with respect to Non-Converting Term Loan in accordance therewith. On and as of the Restatement Effective Date, upon the repayment of the Non-Converting Term Loans of such Original Term Lender, accrued and unpaid interest thereon and any other amounts due and owing thereto pursuant to the Existing Credit Agreement, such Original Lender shall cease to be a Lender hereunder for all purposes. (c) Each Revolving Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Revolving Availability Period in an aggregate principal amount that which will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. 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 Initial Term Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Initial Term Loan Lender with an Initial Term Loan Commitment, severally and not jointly, made an Initial Term Loan to the Borrower on the Closing Date in a principal amount equal to its Initial Term Loan Commitment at a purchase price of 100.0% of par. The Borrower may make only one borrowing of Initial Term Loans. Amounts paid or prepaid in respect of Initial Term Loans may not be reborrowed. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each 2016 Term Loan Lender with a 2016 Term Loan Commitment agrees, severally and not jointly, to makemade 2016 Term Loans to the Borrower on the Second Amendment Effective Date. Amounts paid or prepaid in respect of 2016 Term Loans may not be reborrowed. (c) Subject to the terms and conditions set forth herein and in the Third Amendment and relying upon the representations and warranties herein set forth, each 2016 Acquisition Term Loan Lender with an 2016 Acquisition Term Loan Commitment, severally and not jointly, agrees to make a 2016 Acquisition Term Loan to the Borrower on the Third Amendment Effective Date in a principal amount equal to its 2016 Term Loan Commitment at a purchase price of 100.0% of par; provided, (I) no Default or Event of Default shall have occurred and be continuing under any of the Loan Documents; (II) each of the representations and warranties set forth in Article III shall remain true and correct in all material respects (without duplication of any materiality qualifiers contained therein); (III) the Consolidated Leverage Ratio, calculated on a pro forma basis for the last twelve month period for which financial statements have been (or were required to be) delivered pursuant to Sections 5.04 (a) or (b) and after giving effect to any Permitted Acquisitions or Investments permitted under the Loan Documents or prepayments of the Loans, shall be no greater than 0.74:1.00 and (IV) the Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.02(c). The Borrower may make only one borrowing of 2016 Term Loans. The 2016 Term Loans (i) shall be denominated in Dollars, (ii) subject to Section 2.10 and Section 2.11, once borrowed and subsequently repaid or prepaid may not be reborrowed and (iii) shall not exceed for any such 2016 Term Loan Lender at any time outstanding that aggregate principal amount (excluding PIK Interest that has been capitalized and added to the principal amount) that, when added to the principal amount of such 2016 Term Loan Lender’s outstanding 2016 Term Loans, exceeds the 2016 Term Loan Commitment of such 2016 Term Loan Lender at such time. Acquisition Term Loan Commitment. The Borrower may make only one borrowing of 2016 Acquisition Term Loans. Amounts paid or prepaid in respect of 2016 Acquisition Term Loans may not be reborrowed. (d) (c) Subject to and upon the terms and conditions set forth herein, each RL Lender with a Revolving Loan Commitment severally agrees to make Revolving Loans to the Borrower in Dollars make, at any time and from time to time during after the Second Amendment Effective Date and prior to the Maturity Date (the “Availability Period Period”), a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in an Dollars, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any such RL Lender at any time outstanding that aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior when added to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as principal amount of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such RL Lender’s outstanding Revolving Loans hereunder to reflect Loans, exceeds the Revolving Loan Commitment of such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving LoansRL Lender at such time.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (ai) such Revolving Lender’s Revolving Credit Exposure exceeding such Revolving Lender’s Revolving Commitment or (bii) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as total Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay repay and reborrow the Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Term Loan Lender agrees to make Term Loans to the Borrower during the period from and including the Closing Date to but excluding the Term Loan Commitment Expiration Date in up to ten (10) Term Loan Borrowings in an aggregate principal amount that will not result in (i) such Term Loan Lender’s Term Loan Exposure exceeding such Term Loan Lender’s Term Loan Commitment or (ii) the total Term Loan Exposures exceeding the total Term Loan Commitments. Any portion of the Term Loans that is repaid may not be reborrowed. (c) On the Closing Date (or as soon as practicable with respect to (ii)): (i) the Borrower shall pay all accrued and unpaid commitment fees, break funding fees under Section 5.02 and all other fees that are outstanding under the Existing ▇▇▇▇▇▇▇ Credit Agreement for the account of each “Lender” under the Existing ▇▇▇▇▇▇▇ Credit Agreement; and (ii) the Administrative Agent shall use reasonable efforts to cause each “Lender” under the Existing ▇▇▇▇▇▇▇ Credit Agreement to deliver to the Borrower as soon as practicable after the Closing Date the Note issued by the Borrower to it under the Existing ▇▇▇▇▇▇▇ Credit Agreement, marked “canceled” or an affidavit that such note has been lost and (in any event) has been canceled. It is the intent of the parties hereto that, as of the Closing Date, this Agreement amends and restates in its entirety the Existing ▇▇▇▇▇▇▇ Credit Agreement and re-evidences the obligations of the Borrower outstanding thereunder. On the Closing Date, the commitments, loans and participation interests of the lenders under the Existing ▇▇▇▇▇▇▇ Credit Agreement are assigned and reallocated among the Revolving Lenders under this Agreement as set forth on Annex I. This Agreement shall not constitute a novation of the obligations and liabilities under the Existing ▇▇▇▇▇▇▇ Credit Agreement or evidence repayment of any such obligations and liabilities. All loans, letters of credit and other indebtedness, obligations and liabilities outstanding under the Existing ▇▇▇▇▇▇▇ Credit Agreement on such date shall continue to constitute Loans, Letters of Credit and other obligations and liabilities under this Agreement. The “Lenders” under the Existing ▇▇▇▇▇▇▇ Credit Agreement that are Lenders hereunder waive any notice required under the Existing ▇▇▇▇▇▇▇ Credit Agreement to the extent that such notice relates to the voluntary prepayments under the Existing ▇▇▇▇▇▇▇ Credit Agreement contemplated hereby.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties set forth herein: (a) Each Lender with an Initial Revolving Credit Commitment agrees, each Lender agrees severally and not jointly, to make Revolving Loans in U.S. dollar to the Borrower in Dollars at any time and from time to time during on or after the Availability Period Closing Date, and until the earlier of the Maturity Date and the termination of the Initial Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such LenderL▇▇▇▇▇’s Commitment or (b) the sum of the total Initial Revolving Credit Exposures exceeding Commitment. Within the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions limits set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits preceding sentence and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans; provided that if at any time more than one Class of Revolving Credit Commitments are outstanding, any such borrowing, payment, prepayment or reborrowing shall be allocated ratably according to the Pro Rata Percentages of each Lender without regard to the Class of Revolving Credit Commitments held by such Lender. (b) Each Lender with an Incremental Revolving Credit Commitment agrees, severally and not jointly, to make Incremental Revolving Loans to the Borrower at any time and from time to time on or after the date of effectiveness of the Incremental Revolving Credit Commitment, and until the earlier of the Incremental Maturity Date and the termination of the Incremental Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental 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 Incremental Revolving Loans; provided that if at any time more than one Class of Incremental Revolving Credit Commitments are outstanding, any such borrowing, payment, prepayment or reborrowing shall be allocated ratably according to the Pro Rata Percentages of each Incremental Lender without regard to the Class of Incremental Revolving Credit Commitments held by such Incremental Lender.

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (aA) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (bB) the sum Dollar Amount of the total Revolving Credit Exposures Loans in Alternative Currencies exceeding the Aggregate CommitmentAlternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as Revolving Commitments of the Restatement Effective Date Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Class. (such outstanding loans being hereinafter referred to as the “Existing Loans”), (yb) subject Subject to the terms and conditions set forth hereof and in this Agreementthe Incremental Assumption Agreement No. 1, eachAmendment ▇▇. ▇, (▇) ▇▇▇ ▇▇▇ ▇▇▇▇ ▇-▇ Lender severally agrees to make to the Borrowera Shortfall Term B-1 Loans denominatedLoan in Dollars to the Borrower and each of the Lenders agree that on the Restatement Term B-1Amendment No. 3 Effective Date but subject in an aggregate principal amount equal to such Term B-1 Lender’s Term B-1 Commitmentits Shortfall Term Loan Commitment and (ii) each Continuing Term Lender agrees to continue all of its Existing Term Loans (or such lesser amount as the satisfaction of Administrative Agent may allocate, as agreed by the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced Borrower) as Revolving Term B-1 Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced Agreement as amended by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, Amendment No. 3 on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateAmendment No. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.3

Commitments. Subject to the terms and conditions herein set forth hereinforth, each Lender agrees agrees, severally and not jointly, (a) to make a Tranche A Term Loan to the Parent Borrower on the Closing Date in a principal amount not to exceed its Tranche A Term Loan Commitment, (b) to make a Tranche B Term Loan to the Parent Borrower on the Closing Date in a principal amount not to exceed its Tranche B Term Loan Commitment and (c) to make Revolving Loans to the Borrower in Dollars Borrowers, at any time and from time to time during the Availability Period applicable Revolving Credit Commitment Period, in an aggregate principal amount at any time outstanding that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment or as then in effect; provided that (bx) no Revolving Credit Lender shall make any Revolving Loans in any Alternative Currency if, after giving effect to the making of such Revolving Loan, the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as Dollar Equivalent of the Restatement Effective Date then outstanding Revolving Loans in Alternative Currencies and the then outstanding L/C Exposure in Alternative Currencies would exceed $150,000,000 (such outstanding loans being hereinafter referred to as the “Existing LoansAlternative Currency Sublimit”), ) and (y) subject the aggregate amount of Revolving Loans (the “Foreign Subsidiary Borrower Sublimit”) made to Foreign Subsidiary Borrowers shall at no time exceed $50,000,000 (it being understood that the terms Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans in any Alternative Currency and conditions the then outstanding L/C Exposure with respect to any Letters of Credit issued in an Alternative Currency on the date on which the Parent Borrower has given the Administrative Agent a Borrowing Request with respect to any Revolving Loan for purposes of determining compliance with this clause (c)). Within the limits set forth in this Agreement, Borrower and each clause (c) of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits preceding sentence and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees holding an Initial Revolving Commitment agrees, severally and not jointly, to make Initial Revolving Loans to the Borrower in Dollars or in one or more Alternative Currencies, at any time and from time to time during on and after the Availability Period Restatement Date, and until the earlier of the Initial Revolving Maturity Date and the termination of the Initial Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) Initial Revolving Commitment. Within the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions limits set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits 2.01 and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. (i) Subject to the terms and conditions and relying upon the representations and warranties herein set forth and in the Second Amendment, each Lender listed under Part II of Schedule 2.01 hereto that is not an Existing Revolving Lender (each such Lender a “New 2020 Revolving Lender”) and each Lender listed under Part II of Schedule 2.01 that is an Existing Revolving Lender (each such Lender, an “Exchanging Revolving Lender” and, together with the New 2020 Revolving Lenders, the “2020 Revolving Lenders”) agrees, severally and not jointly, to make 2020 Revolving Loans to the Borrower in Dollars or in one or more Alternative Currencies, at any time and from time to time on and after the Second Amendment Closing Date, and until the earlier of the 2020 Revolving Maturity Date and the termination of the 2020 Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Credit Exposure exceeding such Lender’s 2020 Revolving Commitment. Within the limits set forth in this Section 2.01 and subject to the terms, conditions and limitations set forth herein and in the Second Amendment, the Borrower may borrow, pay or prepay and reborrow Loans; provided, that Exchanging Revolving Lenders shall make their respective 2020 Revolving Loans by exchanging their Initial Revolving Loans for 2020 Revolving Loans in lieu of their pro rata portion of the prepayment of Initial Revolving Loans pursuant to Section 2.12. (i) Subject to the terms and conditions hereof, on the Second Amendment Closing Date, upon execution of the Second Amendment by an Exchanging Revolving Lender and the indication on such Lender’s signature page that such Exchanging Revolving Lender elects to exchange all of such Lender’s Initial Revolving Commitments for 2020 Revolving Commitments, the amount of Initial Revolving Commitments held by such Exchanging Revolving Lender shall be exchanged for the amount of such Exchanging Revolving Lender’s 2020 Revolving Commitment as set forth under Part II of Schedule 2.01 hereto.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties set forth herein, each Lender agrees (i) to make a Term Loan to the Borrower on the Effective Date in the principal amount of its Term Commitment and (ii) to make Revolving Loans to the Borrower in Dollars from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thaton the Effective Date, only (x) prior up to an aggregate principal amount of $25,000,000 of Revolving Loans may be made, the Restatement Effective Date, certain revolving loans were previously made to proceeds of which may be used by the Borrower under on the Existing Credit Agreement which remain outstanding as Effective Date to pay Transactions Costs; provided, further, that cash on hand of the Restatement Effective Date (Borrower and its Domestic Subsidiaries in excess of $20,000,000 shall first be used to pay such outstanding loans being hereinafter referred to as the “Existing Loans”), Transaction Costs and (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to may be made, the proceeds of which shall be used by the Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateDate solely to finance original issue discount or upfront fees incurred pursuant to the “flex” provisions in the Facilities Fee Letter. 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. (b) Subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Term Loan Assumption Agreement, each Lender having an Incremental Term Loan Commitment agrees to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed. (c) Subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Revolving Commitment Assumption Agreement, each Lender having an Incremental Revolving Commitment agrees to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Revolving Commitment. The Borrower may borrow, prepay and reborrow Incremental Revolving Loans.

Commitments. Subject to the terms and conditions set forth herein, each Lender 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 (a) such Lender’s Revolving Credit Exposure exceeding such Borrower and Guarantors hereby acknowledge and agree that as of the effective date of this Amendment and following satisfaction of all conditions thereto as provided herein, the amount of each Lender’s Commitment or shall be the amount set forth on Schedule 1.1 attached hereto. In connection with the Increase, each of Barclays Bank PLC, RBS Citizens, N.A. and Stifel Bank & Trust (each individually a “New Lender” and collectively, the “New Lenders”) shall be issued a Revolving Credit Note in the principal face amount of its Commitment, which will be a “Revolving Credit Note” under the Credit Agreement, and each New Lender shall be a Lender under the Credit Agreement. (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided Borrower and Guarantors hereby acknowledge and agree that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date effective date of this Amendment and following satisfaction of all conditions thereto as provided herein, the Swing Loan Commitment shall be increased from $25,000,000.00 to $35,000,000.00. In connection with the increase of the Swing Loan Commitment, KeyBank shall be issued a replacement Swing Loan Note in the principal face amount of $35,000,000.00 (such outstanding loans being hereinafter referred to as the “Existing LoansReplacement Swing Loan Note”), and upon acceptance of the Replacement Swing Loan Note by KeyBank it will be the “Swing Loan Note” under the Credit Agreement. KeyBank will promptly return to Borrower the existing Swing Loan Note in the principal face amount of $25,000,000.00 marked “Replaced”. (yc) By its signature below, each New Lender, subject to the terms and conditions hereof, hereby agrees to perform all obligations with respect to its respective Commitment as if such New Lender were an original Lender under and signatory to the Credit Agreement having a Commitment, as set forth above, equal to its respective Commitment, which obligations shall include, but shall not be limited to, the obligation to make Revolving Credit Loans to the Borrower with respect to its Commitment as required under §2.1 of the Credit Agreement, the obligation to pay amounts due in respect of Swing Loans as set forth in this §2.5 of the Credit Agreement, the obligation to pay amounts due in respect of draws under Letters of Credit as required under §2.10 of the Credit Agreement, and in any case the obligation to indemnify the Agent as provided therein. Each New Lender makes and confirms to the Agent and the other Lenders all of the representations, warranties and covenants of a Lender under Section 14 of the Credit Agreement. Further, each New Lender acknowledges that it has, independently and without reliance upon the Agent, or on any affiliate or subsidiary thereof or any other Lender and based on the financial statements supplied by the Borrower and each such other documents and information as it has deemed appropriate, made its own credit analysis and decision to become a Lender under the Credit Agreement. Except as expressly provided in the Credit Agreement, the Agent shall have no duty or responsibility whatsoever, either initially or on a continuing basis, to provide any New Lender with any credit or other information with respect to the Borrower or Guarantors or to notify any New Lender of any Default or Event of Default. No New Lender has relied on the Agent as to any legal or factual matter in connection therewith or in connection with the transactions contemplated thereunder. Each New Lender (i) represents and warrants as to itself that it is legally authorized to, and has full power and authority to, enter into this agreement and perform its obligations under this agreement; (2) confirms that it has received copies of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this agreement; (3) agrees that it has and will, independently and without reliance upon any Lender or the Agent and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Revolving Credit Loans, the Loan Documents, the creditworthiness of the Lenders agree that on Borrower and the Restatement Effective Date but subject to Guarantors and the satisfaction value of the reallocation assets of the Borrower and other transactions described in Section 1.06the Guarantors, and taking or not taking action under the Existing Loans shall be reevidenced Loan Documents; (4) appoints and authorizes the Agent to take such action as Revolving Loans under this Agreement, agent on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Existing Loans shall be restated in their entirety Loan Documents; and shall be evidenced (5) agrees that, by this Agreementagreement, it has become a party to and (z) subject to will perform in accordance with their terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender acknowledges and conditions confirms that its address for notices and Lending Office for Revolving Credit Loans are as set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loanssignature pages hereto.

Commitments. (a) The Borrower and the Term Lenders acknowledge the making of the Original Term Loans under the Original Credit Agreement and the conversion or redesignation of the Original Term Loans on the First Restatement Effective Date pursuant to the First Amendment and Restatement Agreement, and agree that, on and after the Second Restatement Effective Date (i) the Non-Extended Term Loans (as defined in the Existing Credit Agreement) converted pursuant to the Second Amendment and Restatement Agreement shall be outstanding as Extended Term Loans, (ii) all Non-Extended Term Loans (as defined in the Existing Credit Agreement) not so converted shall continue to be outstanding as such and (iii) all Extended Term Loans (as defined in the Existing Credit Agreement) outstanding immediately prior to the Second Restatement Effective Date shall remain outstanding as Extended Term Loans, in each case under this Agreement and the other Loan Documents. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Revolving Credit Lender agrees agrees, severally and not jointly, to make Revolving Loans to the Borrower in Dollars Borrower, at any time and from time to time during after the Availability Period Closing Date, 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 at any time outstanding that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding Commitment. Within the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions limits set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits preceding sentence and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Term Loan Assumption Agreement, each Lender having an Incremental Term Loan Commitment agrees, severally and not jointly, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower herein and in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in Amendment No. 2: (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Each Converting Term Lender severally and not jointly agrees that its Converting Term Loans are hereby converted to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an a like principal amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Initial Term Loans on the Restatement Effective Date. Within All Converting Term Loans will have the foregoing limits Types and subject Interest Periods specified in the Notice of Borrowing delivered in connection therewith. All accrued and unpaid interest on the Converting Term Loans to, but not including, the Restatement Effective Date shall be payable on the Restatement Effective Date, but no amounts under Section 2.11 shall be payable in connection with such conversion. (b) Each Additional Initial Term Lender severally agrees to make an Additional Initial Term Loan to the terms Borrower on the Restatement Effective Date in the principal amount equal to its Additional Initial Term Commitment on the Restatement Effective Date. The Borrower shall prepay the aggregate principal amount of the Non-Converting Term Loans with the aggregate gross proceeds of the Additional Initial Term Loans, concurrently with the receipt thereof. All accrued and conditions unpaid interest on the Non-Converting Term Loans to, but not including, the Restatement Effective Date shall be paid on the Restatement Effective Date, and the Borrower will make any payments required under Section 2.11 with respect to the Non-Converting Term Loans in accordance therewith. (c) Such Initial Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth hereinin Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Borrower may borrowInitial Term Loan Commitment of such Lender, prepay and reborrow Revolving Loans(iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars.

Commitments. Subject (a) From and including the Closing Date to but excluding the terms and conditions set forth hereinFacility Termination Date, each Lender 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 (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thatseverally agrees, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to on the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to make loans to the satisfaction of the reallocation Borrower (each such loan, a “Revolving Loan” and other transactions described in Section 1.06collectively, the Existing Loans shall be reevidenced as “Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans under requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the terms of Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Existing Loans shall be restated in their entirety Facility Termination Date. (b) From and shall be evidenced by this Agreementincluding the Closing Date to but excluding the Facility Termination Date, and (z) subject to each Lender severally agrees, on the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchaseparticipate in Facility LCs issued upon the request of the Borrower, on provided that after giving effect to the Restatement Effective Dateissuance of each such Facility LC, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans Outstanding Credit Exposure shall not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth hereinin Section 2.18. (c) From and including the Closing Date to but excluding the Facility Termination Date, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Outstanding Credit Exposure would exceed its Commitment at such time, provided that no Advance of Swingline Loans shall be made if, immediately after giving effect thereto, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in 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 Defaulting Lender arising from either the 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, prepay repay (including by means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Revolving Loans.Swingline Loans at any time prior to the Facility Termination Date,

Commitments. Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein, (a) each Term Lender, severally and not jointly, re-evidenced and/or funded a Term Loan to the Borrower on the Closing Date in a principal amount not exceeding its Term Loan Commitment, and all Term Loans under the 2005 Credit Agreement and outstanding on the Closing Date were re-evidenced as Term Loans hereunder, (b) each Revolving Credit Lender agrees agrees, severally and not jointly, to make re-evidence and/or fund Revolving Loans to the Borrower in Dollars Borrower, at any time and from time to time during after the Availability Period Closing Date and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Revolving Credit Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (a) such Revolving Credit Lender’s Revolving Credit Exposure exceeding such Revolving Credit Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding Commitment, and all Revolving Loans and Revolving Credit Commitments under the Aggregate Commitment2005 Credit Agreement outstanding on the Closing Date were re-evidenced on the Closing Date as Revolving Loans and Revolving Credit Commitments hereunder; provided that it is understood notwithstanding the foregoing, and agreed that, (x) prior only with respect to Revolving Loans funded on the Restatement Effective Closing Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred was permitted to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate request Revolving Loans on the Closing Date to the extent the Borrower had, after giving effect to such Borrowing, unrestricted domestic cash and unfunded Revolving Credit Commitments of more than $1,000,000,000 on the Closing Date, (c) each Original Funded L/C Lender, severally and not jointly, re-evidenced and/or funded its Credit-Linked Deposit with the Deposit Bank on the Closing Date in accordance with Section 2.24, and all Credit-Linked Deposits under the 2005 Credit Agreement outstanding on the Closing Date were re-evidenced as Credit-Linked Deposits hereunder, and (d) each New Funded L/C Lender agrees, severally and not jointly, to fund its Credit-Linked Deposit with the Deposit Bank on the Restatement Effective DateDate in accordance with Section 2.24. Within the foregoing limits set forth in clause (b) of the preceding sentence and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period for the Revolving Credit Facility in an aggregate principal amount that will not result in (ai) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (bii) the sum of Total Revolving Credit Exposure exceeding the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thatCommitments, or (xiii) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as a violation of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateBorrowing Base Covenants. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Upon the effectiveness of the Revolving Commitments hereunder, each “Revolving Lender” under and as defined in the Existing Agreement (each, an “Existing Revolving Lender”) immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to the applicable Revolving Lenders hereunder, and each such Revolving Lender hereunder, as applicable, ​ will automatically and without further act be deemed to have assumed a portion of such Existing Revolving Lender’s outstanding Revolving Loans and participations under the Existing Agreement in any outstanding Letters of Credit, in each case in accordance with the Standard Terms and Conditions attached to the Assignment and Assumption attached hereto as Exhibit A, such that, after giving effect to the Revolving Commitments hereunder and to each such deemed assignment and assumption, (i) the Total Revolving Credit Exposure of each Revolving Lender shall not exceed such Lender’s Revolving Commitment and (ii) each Revolving Lender will hold outstanding Revolving Loans and participations in any outstanding Letters of Credit in accordance with such Lender’s Applicable Percentage in respect of the Revolving Credit Facility. (b) Subject to the terms and conditions set forth herein, each Term Lender severally (and not jointly) agrees to make Initial Term Loans to the Borrower during the Availability Period for the Term Facility in an aggregate principal amount not to exceed such Term Lender’s Initial Term Loan Commitment. Initial Term Loans (i) shall be funded on the Effective Date in the aggregate principal amount of $450,000,000, and (ii) may be funded in up to two (2) additional Borrowings, each in a minimum amount of $50,000,000, during the period commencing on April 1, 2022 and ending on the Initial Term Loan Commitment Expiration Date. Amounts prepaid or repaid in respect of Initial Term Loans may not be reborrowed. The aggregate Initial Term Loan Commitment shall automatically reduce immediately upon and in the principal amount of each Initial Term Loan made hereunder, and any remaining Initial Term Loan Commitments of the Term Lenders shall terminate on the Initial Term Loan Commitment Expiration Date.

Commitments. Subject (a) [Reserved]. (b) Each Revolving Credit Lender severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Lender agrees to make loans (each, a “Revolving Loans Loan,” and collectively, the “Revolving Loans”) to the Borrower in Dollars Borrower, from time to time on any Business Day during the Availability Period period from and including the Closing Date to but not including the Revolving Credit Termination Date, in an aggregate principal amount that will at any time outstanding not result in (a) such Lender’s exceeding its Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; , provided that it is understood no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto (and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”Borrowing), (y) subject the Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions set forth in of this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay repay and reborrow Revolving Loans. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Credit Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Revolving Credit Lender outstanding at such time and its Letter of Credit Exposure at such time, would exceed the Swingline Lender’s own Revolving Credit Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (y) the Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time, and provided further that the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Sections 2.20(a)(iii) and 2.20(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the 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 means of a Borrowing of Revolving Loans pursuant to Section 2.2(e)) and reborrow Swingline Loans. All Swingline Loans shall bear interest at the Adjusted Base Rate.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender Lender, severally and not jointly, agrees to make Revolving Loans Loans, denominated in dollars, to the any Borrower in Dollars from time to time during the Availability Period for the Facility Commitments in an aggregate principal amount that will not result in (ai) such Lender’s Revolving Credit Exposure exceeding such Lender’s Facility Commitment or (bii) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, total Facility Commitments. (xb) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject Subject to the terms and conditions set forth herein, each Designated Currency Lender severally and not jointly agrees to make Loans denominated in any Designated Currency to any Borrower from time to time during the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans Availability Period for the Designated Currency Commitments in an aggregate principal amount that, after giving effect to any requested Loan, will not less than its Commitment under this Agreement, which Existing result in (i) the aggregate amount of the Dollar Equivalents of the principal amounts of the Revolving Designated Currency Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from of any Designated Currency Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each exceeding such Lender’s Designated Currency Commitment, (ii) the aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans hereunder to reflect and Revolving Yen Loans exceeding $200,000,000, (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Applicable Percentage Facility Commitment or (iv) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (c) Subject to the terms and conditions set forth herein, each Yen Lender agrees to make Loans denominated in Yen to any Borrower from time to time during the Availability Period for the Yen Commitments in an aggregate principal amount that, after giving effect to any requested Loan, will not result in (i) the Dollar Equivalent of the aggregate principal amount of the Revolving Yen Loans on of any Yen Lender exceeding such Lender’s Yen Commitment, (ii) the Restatement Effective Date. aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans and Revolving Yen Loans exceeding $200,000,000, (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Facility Commitment or (iv) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (d) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Revolving Loans.

Commitments. (a) Subject to the terms and conditions set forth herein, each Initial Term Lender severally, and not jointly, agrees to make Revolving Loans an Initial Term Loan to the Borrower on the Closing Date in Dollars from time to time during the Availability Period in an aggregate a principal amount that will not result to exceed its Initial Term Loan Commitment. Amounts paid or prepaid in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or respect of the Initial Term Loans may not be reborrowed. (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior Subject to the Restatement Effective Dateterms and conditions of this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, certain revolving loans were previously made 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 under Borrower, which Loans shall not exceed for any such Lender at the Existing Credit Agreement which remain outstanding time of any incurrence thereof the Additional Commitment of such Class of such Lender as of set forth in the Restatement Effective Date applicable Refinancing Amendment or Incremental Facility Amendment. (such outstanding loans being hereinafter referred c) Subject to as the “Existing Loans”), (y) subject to and upon the terms and conditions set forth in this Agreementthe First Amendment, each 2019 Replacement Term Lender severally, and not jointly, agrees to make a 2019 Replacement Term Loan to the Borrower and each of the Lenders agree that on the Restatement First Amendment Effective Date but subject in Dollars in a principal amount not to the satisfaction of the reallocation exceed its 2019 Replacement Term Loan Commitment. Subject to and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to upon the terms and conditions set forth hereinin the First Amendment, each 2019 Incremental Term Lender severally severally, and not jointly jointly, agrees to make a 2019 Incremental Term Loan to the reallocation and other transactions described Borrower on the First Amendment Effective Date in Section 1.06 and (other than any Lender holding Existing Loans Dollars in an a principal amount not less than to exceed its Commitment under this Agreement2019 Incremental Term Loan Commitment. Amounts paid or prepaid in respect of the 2019 Incremental Term Loans and 2019 Replacement Term Loans may not be reborrowed. For the avoidance of doubt, which Existing the 2019 Replacement Term Loans and 2019 Incremental Term Loans shall constitute Revolving Loans hereunder) agrees to purchaseconstitute, on the Restatement Effective Dateand shall be treated as, from any Lender a single Class of “2019 New Term Loans” and “Term Loans” under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving LoansLoan Documents.

Commitments. Subject to the terms and conditions and ------------ relying upon the representations and warranties herein set forth hereinforth, each Lender agrees agrees, severally and not jointly, (a) to make Revolving Loans a Term Loan to the Borrower on the Effective Date in Dollars a principal amount not exceeding its Term Commitment and (b) to make Standby Loans (including Eurocurrency Loans) to the Borrower, at any time and from time to time during the Revolving Availability Period Period, in an aggregate principal amount at any time outstanding that will not result in (a) such Lender’s Revolving Credit 's Standby Exposure exceeding such Lender’s 's Revolving Commitment or minus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Commitment pursuant to Section 2.16, subject, however, to the conditions that (bi) at no time shall any Loan be made if, immediately after giving effect thereto and to the sum application of the total Revolving Credit Exposures exceeding proceeds thereof, the Aggregate Commitment; provided that it is understood Principal Amount Outstanding would exceed the Total Revolving Commitment minus the L/C Exposure, (ii) at no time shall any Loan be made if, immediately after giving effect thereto and agreed thatto the application of the proceeds thereof, the aggregate Equivalent Dollar Amount of all outstanding Eurocurrency Loans would exceed the Eurocurrency Sublimit and (iii) at all times the outstanding aggregate principal amount of all Standby Loans made by each Lender shall equal the product of (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement percentage which remain outstanding as its Revolving Commitment represents of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), Total Revolving Commitment times (y) subject to the terms and conditions set forth in this Agreement, Borrower and each outstanding aggregate principal amount of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Dateall Standby Loans. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrower may borrow, pay or prepay and reborrow Standby Loans hereunder, on and after the Effective Date and prior to the Revolving LoansMaturity Date, subject to the terms, conditions and limitations set forth herein. Amounts repaid in respect of Term Loans may not be reborrowed.

Commitments. Subject to On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth herein, below. SECTION 2.1.1. REVOLVING LOAN COMMITMENT AND SWING LINE LOAN COMMITMENT. From time to time on any Business Day occurring from and after the Effective Date but prior to the Commitment Termination Date, (a) each Lender agrees that it will make loans (relative to make Revolving Loans such Lender, its "REVOLVING LOANS") to the Borrower equal to such Lender's Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrower to be made on such day; and (b) the Swing Line Lender agrees that it will make loans (its "SWING LINE LOANS") to the Borrower equal to the principal amount of the Swing Line Loan requested by the Borrower to be made on such day. The Commitment of the Swing Line Lender described in Dollars this clause is herein referred to as its "SWING LINE LOAN COMMITMENT". On the terms and subject to the conditions hereof, the Borrower may from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Lender, together with such Lender's Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender's Percentage of the lesser of the then existing (x) Revolving Loan Commitment Amount and (y) the Borrowing Base Amount then in effect. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) the sum of all Swing Line Loans, Revolving Loans and the aggregate amount of Letter of Credit Outstandings would exceed the lesser of the (x) then existing Revolving Loan Commitment Amount and (y) Borrowing Base Amount then in effect. SECTION 2.1.2. LETTER OF CREDIT COMMITMENT. From time to time on any Business Day occurring from and after the Effective Date but prior to the Commitment Termination Date, the relevant Issuer agrees that it will (a) issue one or more standby letters of credit (relative to such Issuer, its "LETTER OF CREDIT") for the account of the Borrower or any Subsidiary Guarantor in the Stated Amount requested by the Borrower on such day; or (b) extend the Stated Expiry Date of an existing standby Letter of Credit previously issued hereunder. No Stated Expiry Date shall extend beyond the earlier of (i) the Commitment Termination Date and (ii) unless otherwise agreed to by such Issuer in its sole discretion, one year from the date of such extension. No Issuer shall be permitted or required to issue any Letter of Credit if, after giving effect thereto, (i) the aggregate amount of all Letter of Credit Outstandings would exceed the Letter of Credit Commitment Amount or (ii) the sum of the aggregate amount of all Letter of Credit Outstandings plus the aggregate principal amount of all Revolving Loans and Swing Line Loans then outstanding would exceed the lesser of the (x) then existing Revolving Loan Commitment Amount and (y) Borrowing Base Amount then in effect.

Commitments. (a) In a single Borrowing (which shall be made on a Business Day) occurring on or prior to the Commitment Termination Date, subject to the terms and conditions hereof, each Lender agrees that it will make loans (relative to such Lender, its “Bridge Loans”) to the Borrower equal to such Lender’s Percentage of the aggregate amount of the Borrowing of Bridge Loans requested by the Borrower to be made on such day. (b) Subject to the terms and conditions set forth hereinhereof, the Borrower and each Lender severally agrees, if the Bridge Loans have not been repaid, that the then outstanding principal amount of such Lender’s Bridge Loan shall be repaid in full by the issuance of a new debt obligation (individually a “Rollover Loan” and collectively the “Rollover Loans”) by the Borrower to such Lender, on the Bridge Loan Repayment Date, in a principal amount equal to the then outstanding principal amount of the Bridge Loan held by such Lender (for certainty, including any capitalized interest) and the Borrower shall be released from its obligations under such Bridge Loan. Upon the repayment of and release in respect of the Bridge Loans and the replacement thereof by Rollover Loans, each Lender agrees shall amend its records to make Revolving Loans reflect the repayment of the principal amount of the Bridge Loan held by such Lender corresponding to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding Bridge Loan issued to such Lender and the Aggregate Commitment; provided that it is understood advance of the corresponding Rollover Loan. If a Default shall have occurred and agreed thatbe continuing on the Bridge Loan Repayment Date, any notices given or cure periods commenced while any Bridge Loan was outstanding shall be deemed given or commenced (xas of the actual dates thereof) prior for all purposes with respect to the Restatement Effective Date, certain revolving loans were previously made to Rollover Loans (with the Borrower under same effect as if the Existing Credit Agreement which remain Rollover Loans had been outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”actual dates thereof), (y) subject notwithstanding that the Rollover Loans constitute separate Indebtedness from the Bridge Loans. No amounts paid or prepaid with respect to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall may be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loansreborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make revolving credit loans (the "General Revolving Loans Loans") to the Borrower in Dollars from time to time during the Availability Period Period, in an aggregate principal amount that will not result in (ai) such Lender’s 's Revolving Credit Exposure exceeding such Lender’s Commitment 's General Revolving Commitment, or (bii) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thattotal General Revolving Commitments, or (xiii) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as sum of the Restatement Effective Date total Revolving Credit Exposures exceeding the total Commitments. (such outstanding loans being hereinafter referred to as the “Existing Loans”), (yb) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject Subject to the terms and conditions set forth herein, including, without limitation, Section 5.08, each Lender severally and not jointly agrees to make revolving credit loans (the reallocation and other transactions described "Working Capital Revolving Loans") to the Borrower from time to time during the Availability Period, in Section 1.06 an aggregate principal amount that will not result in (i) such Lender's Working Capital Revolving Loans exceeding such Lender's Working Capital Revolving Commitment, (ii) the sum of the total Working Capital Revolving Loans exceeding the total Working Capital Revolving Commitments, or (iii) the sum of the total Revolving Credit Exposure exceeding the total Commitments. (c) The Working Capital Revolving Commitment of each Lender constitutes a subset of such Lender's General Revolving Commitment such that the availability of (i) the General Revolving Commitment of such Lender shall be reduced by the outstanding principal amount of such Lender's Working Capital Revolving Loans as of the time of determination and (other than any ii) the Working Capital Revolving Commitment of each Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunderreduced by the amount, if any, by which (A) and to make additional Revolving Loans to Borrower as is necessary to cause each the outstanding principal amount of such Lender’s outstanding 's General Revolving Loans hereunder Credit Exposure as of the time of determination exceeds (B) the amount equal to reflect such Lender’s Applicable Percentage 's General Revolving Commitment minus such Lender's Working Capital Revolving Commitment. The sum of the aggregate total Revolving Loans on Credit Exposures shall not exceed at any time the Restatement Effective Date. total Commitments. (d) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving LoansLoans during the Availability Period.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time Borrowers during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Datetotal Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay repay and reborrow Revolving the Loans. On the Effective Date: (i) the Borrowers shall pay all accrued and unpaid commitment fees, break funding fees, and all other fees that are outstanding under the Existing Credit Agreement for the account of each “Lender” under the Existing Credit Agreement; (ii) each “ABR Loan” and “Eurodollar Loan” outstanding under the Existing Credit Agreement shall be deemed to be repaid with the proceeds of a new ABR Loan or Eurodollar Loan, as applicable, under this Agreement; (iii) each Letter of Credit issued and outstanding under the Existing Credit Agreement shall be deemed issued under this Agreement without the payment of additional fees; and (iv) the Existing Credit Agreement shall be superseded by this Agreement and the commitments thereunder shall terminate and be reallocated hereunder as outlined on Annex I hereto. It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence repayment of any such obligations and liabilities and that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Borrowers outstanding thereunder. The amount of the Commitments on the Effective Date is $300,000,000; provided that the Borrowers may not borrow more than $250,000,000 until the Administrative Agent shall have received (i) a new Appraisal covering additional Vessels identified as such on Schedule 8.16 and (ii) sufficient evidence that Fleet Mortgages covering such additional Vessels have been filed in the appropriate office and create a perfected first-priority lien in favor of the Administrative Agent such that the aggregate fair market value of all Vessel Collateral subject to such a lien is at least $600,000,000.

Commitments. Prior to the Effective Date, certain revolving loans were made to one or more of the Borrowers under the Existing Credit Agreement (including all “Revolving Credit Loans” under (and as defined in) the Existing Credit Agreement) which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.07, the Existing Revolving Loans shall be reevidenced as Revolving Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each US Tranche Lender (severally and not jointly) agrees to make US Tranche Revolving Loans to the Borrower US Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (aafter giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a)) (i) such Lender’s US Tranche Revolving Credit Exposure exceeding such Lender’s US Tranche Commitment or (bii) the sum of the total US Tranche Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thataggregate US Tranche Commitments, (xb) prior each Global Tranche Lender (severally and not jointly) agrees to make Global Tranche Revolving Loans to the Restatement Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (after giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a)) (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Global Tranche Revolving Credit Exposure exceeding such Lender’s Global Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Global Tranche Revolving Credit Exposures exceeding the aggregate Global Tranche Commitments, (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Global Tranche Revolving Loans and Global Tranche LC Exposure, in each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit or (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Global Tranche Revolving Loans made and outstanding to the Foreign Subsidiary Borrowers, exceeding the Foreign Borrower Sublimit and (c) each Tranche A Term Lender with a Tranche A Term Loan Commitment (severally and not jointly) agrees to make a Tranche A Term Loan to the Company in Dollars on the Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees equal to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder Tranche A Term Loan Commitment by making immediately available funds available to reflect such Lenderthe Administrative Agent’s Applicable Percentage of designated account, not later than the aggregate Revolving Loans on time specified by the Restatement Effective DateAdministrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Tranche A Term Lender agrees to make a Tranche A Term Loan to the Parent Borrower on the ClosingRestatement 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 in Dollars 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 (after giving effect to any application of proceeds of such Revolving Loans to repay outstanding Swingline Loans) to such Lender’s Revolving Exposure at such time, does not exceed such Lender’s Revolving Commitment, and (iii) each Foreign Currency Lender agrees, with respect to any Foreign Currency Loan in 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 will after giving effect to the requested Foreign Currency Loan (and after giving effect to any application of proceeds of such Foreign Currency Loan pursuant to Section 2.04), (x) the Foreign Currency Revolving Exposure of all Revolving Lenders does not result in exceed the Foreign Currency Sublimit, (ay) such Lender’s Revolving Credit Exposure exceeding at such time does not exceed the amount of such Lender’s Revolving Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and total Revolving Exposure at such time does not jointly agrees to exceed the reallocation and other transactions described in Section 1.06 and total Revolving Commitments. (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunderb) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Parent Borrower and the Foreign Subsidiary Borrowers, as the case may be, may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein, : (a) each Term Lender agrees to make Revolving Loans a Term Loan to the US Borrower in US Dollars on the Initial Borrowing Date in a principal amount not exceeding its Term Loan Commitment; (b) each Revolving Lender agrees, from time to time during the Revolving Availability Period Period, to make US Revolving Loans to the US Borrower in US Dollars in an aggregate principal amount Principal Amount that will not result in such Revolving Lender's Revolving Credit Exposure exceeding such Lender's Revolving Loan Commitment; (c) each Canadian Lender agrees, from time to time during the Revolving Availability Period, to make Canadian Revolving Loans to the Canadian Borrower from its Canadian Lending Office in Canadian Dollars and/or US Dollars and/or to cause its Canadian Lending Office to accept and purchase or arrange for the acceptance and purchase of drafts drawn by the Canadian Borrower in Canadian Dollars as B/As in an aggregate Principal Amount that will not result in (aA) such Lender’s 's Canadian Revolving Credit Exposure exceeding such Lender’s 's Canadian Revolving Loan Sub-Commitment or (bB) the sum of the total such Lender's Revolving Credit Exposures Exposure exceeding the Aggregate such Lender's Revolving Loan Commitment; provided that it is understood and agreed thatand (d) each UK Lender agrees, (x) prior from time to time during the Restatement Effective DateRevolving Availability Period, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as make UK Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject and/or to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than cause its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and UK Lending Office to make additional UK Revolving Loans to the UK Borrower as is necessary to cause each in Sterling and/or US Dollars in an aggregate Principal Amount that will not result in (A) such Lender’s outstanding 's UK Revolving Loans hereunder to reflect Credit Exposure exceeding such Lender’s Applicable Percentage of the aggregate 's UK Revolving Loans on the Restatement Effective Date. Loan Sub-Commitment or (B) such Lender's Revolving Credit Exposure exceeding such Lender's Revolving Loan Commitment. (e) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Term Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Loans in dollars to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (ai) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (bii) the sum of the total Aggregate Revolving Credit Exposures Exposure exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. (b) Subject to the terms and conditions set forth herein, on the Effective Date, (i) each Lender shall be deemed to have advanced to the Borrower Term Loans in the principal amount of such Lender’s Term Commitment, and (ii) the proceeds of the Term Loans deemed to have been advanced shall be deemed to have satisfied all obligations owing and due under the Existing Chase Facility, other than any and all Obligations (as defined in the Existing Chase Facility) in respect of the Term A-2 Loans (as defined in the Existing Chase Facility) which the Lenders acknowledge have already been repaid. Amounts prepaid or repaid in respect of Term Loans may not be reborrowed. The deemed borrowing by the Borrower of the Term Loans shall not entitle the Borrower to receive any cash or other consideration from any Term Lender and, notwithstanding that no such cash or other consideration is exchanged, the Borrower shall owe the aggregate principal amount of the Term Loans to the Lenders under the terms of this Agreement and not under the Existing Chase Facility and Borrower shall have no liability for any obligations that may exist or arise under the Existing Chase Facility.

Commitments. Subject to the terms and conditions set forth herein, each Lender 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 (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits Upon and subject to the terms and conditions set forth hereinhereof, (i) each Tranche 1 Lender hereby severally agrees from time to time on any Business Day during the Availability Period to Issue Tranche 1 Letters of Credit as Syndicated Letters of Credit for the account of any Credit Party, (ii) the Fronting Bank hereby agrees from time to time on any Business Day during the Availability Period to Issue Tranche 1 Letters of Credit as Participated Letters of Credit for the account of any Credit Party and each Tranche 1 Lender hereby agrees to purchase participations in the obligations of the Fronting Bank under Tranche 1 Letters of Credit issued as Participated Letters of Credit, and (iii) each Tranche 1 Lender hereby agrees to make loans (each, a “Loan,” and collectively, the “Loans”) to the Borrower from time to time on any Business Day during the period from and including the Effective Date to but not including the Tranche 1 Termination Date; provided that no Tranche 1 Lender shall be obligated to make or participate in any Tranche 1 Credit Extension if, immediately after giving effect thereto, (x) the Tranche 1 Credit Exposure of any Tranche 1 Lender would exceed its Tranche 1 Commitment at such time, (y) the aggregate Tranche 1 Credit Exposure would exceed the aggregate Tranche 1 Commitment at such time, and (z) with respect to any Tranche 1 Letter of Credit issued for the account of any Subsidiary Credit Party, the sum of the aggregate Tranche 1 Letter of Credit Exposure attributable to such Subsidiary Credit Party exceeds its L/C Collateral Balance at such time. Within the foregoing limits, and subject to and on the terms and conditions hereof, the Borrower may borrow, prepay repay and reborrow Revolving Loans, and the Credit Parties may obtain Tranche 1 Letters of Credit on a revolving basis to replace Tranche 1 Letters of Credit that have expired or that have been drawn upon and reimbursed. (b) Upon and subject to the terms and conditions hereof, (i) each Tranche 2 Lender hereby severally agrees from time to time on any Business Day during the Availability Period to Issue Tranche 2 Letters of Credit as Syndicated Letters of Credit for the account of any Credit Party, and (ii) the Fronting Bank hereby agrees from time to time on any Business Day during the Availability Period to Issue Tranche 2 Letters of Credit as Participated Letters of Credit for the account of any Credit Party and each Tranche 2 Lender hereby agrees to purchase participations in the obligations of the Fronting Bank under Tranche 2 Letters of Credit issued as Participated Letters of Credit, provided that no Tranche 2 Lender shall be obligated to Issue or participate in any Tranche 2 Letter of Credit if, immediately after giving effect thereto, (x) the Tranche 2 Letter of Credit Exposure of any Tranche 2 Lender would exceed its Tranche 2 Commitment at such time, (y) the aggregate Tranche 2 Letter of Credit Exposure would exceed the aggregate Tranche 2 Commitment at such time, or (z) the sum of the aggregate Tranche 2 Letter of Credit Exposure attributable to such Credit Party exceeds its L/C Collateral Balance at such time. Within the foregoing limits, and subject to and on the terms and conditions hereof, the Credit Parties may obtain Tranche 2 Letters of Credit on a revolving basis to replace Tranche 2 Letters of Credit that have expired or that have been drawn upon and reimbursed.

Commitments. (a) Subject to the terms and conditions set forth herein, each Initial Term Lender severally, and not jointly, agrees to make Revolving Loans an Initial Term Loan to the Borrower on the Closing Date in Dollars from time to time during the Availability Period in an aggregate a principal amount that will not result to exceed its Initial Term Loan Commitment. Amounts paid or prepaid in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or respect of the Initial Term Loans may not be reborrowed. (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior Subject to the Restatement Effective Dateterms and conditions of this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, certain revolving loans were previously made 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 under Borrower, which Loans shall not exceed for any such Lender at the Existing Credit Agreement which remain outstanding time of any incurrence thereof the Additional Commitment of such Class of such Lender as of set forth in the Restatement Effective Date applicable Refinancing Amendment or Incremental Facility Amendment. (such outstanding loans being hereinafter referred c) Subject to as the “Existing Loans”), (y) subject to and upon the terms and conditions set forth in this Agreementthe First Amendment, each 2019 Replacement Term Lender severally, and not jointly, agrees to make a 2019 Replacement Term Loan to the Borrower and each of the Lenders agree that on the Restatement First Amendment Effective Date but subject in Dollars in a principal amount not to the satisfaction of the reallocation exceed its 2019 Replacement Term Loan Commitment. Subject to and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to upon the terms and conditions set forth hereinin the First Amendment, each 2019 Incremental Term Lender severally severally, and not jointly jointly, agrees to make a 2019 Incremental Term Loan to the reallocation and other transactions described Borrower on the First Amendment Effective Date in Section 1.06 and (other than any Lender holding Existing Loans Dollars in an a principal amount not less than to exceed its Commitment under this Agreement2019 Incremental Term Loan Commitment. Amounts paid or prepaid in respect of the 2019 Incremental Term Loans and 2019 Replacement Term Loans may not be reborrowed. For the avoidance of doubt, which Existing the 2019 Replacement Term Loans and 2019 Incremental Term Loans shall constitute Revolving Loans hereunder) agrees to purchaseconstitute, on the Restatement Effective Dateand shall be treated as, from any Lender a single Class of “2019 New Term Loans” and “Term Loans” under the Existing Credit Agreement such Existing Loans Loan Documents. (which, following such purchase, shall be Revolving Loans hereunderd) Subject to and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to upon the terms and conditions set forth hereinin the Second Amendment, each Term B-2 Lender severally, and not jointly, agrees to make a Term B-2 Loan to the Borrower on the Second Amendment Effective Date in Dollars in a principal amount not to exceed its Term B-2 Loan Commitment. Amounts paid or prepaid in respect of the Term B-2 Loans may not be reborrowed. For the avoidance of doubt, the Borrower may borrowTerm B-2 Loans shall constitute, prepay and reborrow Revolving shall be treated as, a separate Class of “Term Loans” from the “2019 New Term Loans” under the Loan Documents.

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans Credit Loans”) to the Borrower in Dollars from time to time during the Availability Revolving Credit Commitment Period in an aggregate principal amount that will at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate amount of the Protective Advances then outstanding, does not result in (a) exceed the amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thatduring the period from the First Availability Date until the Second Availability Date, (xA) unless approved by the Administrative Agent, acting in its sole discretion, the Revolving Credit Commitments may only be utilized for the Rollover Letters of Credit and not for Initial Letters of Credit or Initial Revolving Credit Loans and (B) in addition, the aggregate principal amount of Initial Revolving Credit Loans, Rollover Letters of Credit and Initial Letters of Credit outstanding (any Revolving Credit Loans extended during such period, “Initial Revolving Credit Loans” and any Revolving Credit Loans on the Second Availability Date or thereafter, “Final Revolving Credit Loans”) shall not exceed the Interim Revolving Credit Availability Amount; provided further that no Revolving Credit Loans shall be made if, after giving effect to the making of such Revolving Credit Loans, the Total Revolving Credit Exposure would exceed the lesser of (A) the Borrowing Base then in effect and (B) the Total Revolving Credit Commitments. During the Revolving Credit Commitment Period the Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Credit Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10, provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Restatement Effective Maturity Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date . (such outstanding loans being hereinafter referred to as the “Existing Loans”), (yb) subject Subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth hereinhereof, each Lender severally and not jointly agrees to make a term loan (the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans “Term Loans”) to the Borrower on the Closing Date in an aggregate principal amount which does not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on exceed the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each amount of such Lender’s Term Loan Commitment. Term Loans may not be reborrowed once repaid. The Term Loans may only be borrowed in one single borrowing to be made on the Closing Date. The Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10, provided that no Term Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Maturity Date. (c) The Borrower shall repay all outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Credit Loans on the Restatement Effective Termination Date. Within The Borrower shall repay all outstanding Term Loans on the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving LoansTermination Date.

Commitments. (a) Subject to the terms and conditions set forth herein, each Initial Term Lender severally, and not jointly, agrees to make Revolving Loans an Initial Term Loan to the Borrower on the Closing Date in Dollars from time to time during the Availability Period in an aggregate a principal amount that will not result to exceed its Initial Term Loan Commitment. Amounts paid or prepaid in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or respect of the Initial Term Loans may not be reborrowed. (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior Subject to the Restatement Effective Dateterms and conditions of this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, certain revolving loans were previously made 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 under Borrower, which Loans shall not exceed for any such Lender at the Existing Credit Agreement which remain outstanding time of any incurrence thereof the Additional Commitment of such Class of such Lender as of set forth in the Restatement Effective Date applicable Refinancing Amendment or Incremental Facility Amendment. (such outstanding loans being hereinafter referred c) Subject to as the “Existing Loans”), (y) subject to and upon the terms and conditions set forth in this Agreementthe First Amendment, each 2019 Replacement Term Lender severally, and not jointly, agrees to make a 2019 Replacement Term Loan to the Borrower and each of the Lenders agree that on the Restatement First Amendment Effective Date but subject in Dollars in a principal amount not to the satisfaction of the reallocation exceed its 2019 Replacement Term Loan Commitment. Subject to and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to upon the terms and conditions set forth hereinin the First Amendment, each 2019 Incremental Term Lender severally severally, and not jointly jointly, agrees to make a 2019 Incremental Term Loan to the reallocation and other transactions described Borrower on the First Amendment Effective Date in Section 1.06 and (other than any Lender holding Existing Loans Dollars in an a principal amount not less than to exceed its Commitment under this Agreement2019 Incremental Term Loan Commitment. Amounts paid or prepaid in respect of the 2019 Incremental Term Loans and 2019 Replacement Term Loans may not be reborrowed. For the avoidance of doubt, which Existing the 2019 Replacement Term Loans and 2019 Incremental Term Loans shall constitute Revolving Loans hereunder) agrees to purchaseconstitute, on the Restatement Effective Dateand shall be treated as, from any Lender a single Class of “2019 New Term Loans” and “Term Loans” under the Existing Credit Agreement such Existing Loans Loan Documents. (which, following such purchase, shall be Revolving Loans hereunderd) Subject to and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to upon the terms and conditions set forth hereinin the Second Amendment, each Initial Term B-2 Lender severally, and not jointly, agrees to make an Initial Term B-2 Loan to the Borrower on the Second Amendment Effective Date in Dollars in a principal amount not to exceed its Initial Term B-2 Loan Commitment. (e) Subject to and upon the terms and conditions set forth in the Third Amendment, each Additional Term B-2 Lender severally, and not jointly, agrees to make an Additional Term B-2 Loan to the Borrower on the Third Amendment Effective Date in Dollars in a principal amount not to exceed its Additional Term B-2 Loan Commitment. Each Additional Term B-2 Loan shall initially take the form of a pro rata increase in each outstanding Borrowing of Initial Term B-2 Loans on the Third Amendment Effective Date. (f) Amounts paid or prepaid in respect of the Term B-2 Loans may not be reborrowed. For the avoidance of doubt, (x) the Term B-2 Loans shall constitute, and shall be treated as, a separate Class of “Term Loans” from the “2019 New Term Loans” under the Loan Documents and (y) the Initial Term B-2 Loans and the Additional Term B-2 Loans shall constitute, and shall be treated as, forming parts of the same Class of “Term Loans” under the Loan Documents. (g) Subject to and upon the terms and conditions set forth in the Fourth Amendment, each Additional 2019 Incremental Term Lender severally, and not jointly, agrees to make an Additional 2019 New Term Loan to the Borrower on the Fourth Amendment Effective Date in Dollars in a principal amount not to exceed its Additional 2019 Incremental Term Loan Commitment. Each Additional 2019 New Term Loan shall initially take the form of a pro rata increase in each outstanding Borrowing of 2019 New Term Loans on the Fourth Amendment Effective Date. Amounts paid or prepaid in respect of the Additional 2019 New Term Loans may not be reborrowed. For the avoidance of doubt, the Additional 2019 New Term Loans shall constitute 2019 New Term Loans under the Loan Documents, and shall be treated as forming a single Class of Term Loans with the 2019 New Term Loans outstanding on the Fourth Amendment Effective Date immediately prior to giving effect to the Fourth Amendment. (h) Subject to and upon the terms and conditions set forth in the Fifth Amendment, each Replacement Term B-3 Lender severally, and not jointly, agrees to make a Replacement Term B-3 Loan to the Borrower on the Fifth Amendment Effective Date in Dollars in a principal amount not to exceed its Replacement Term B-3 Loan Commitment. Subject to and upon the terms and conditions set forth in the Fifth Amendment, each Incremental Term B-3 Lender severally, and not jointly, agrees to make an Incremental Term B-3 Loan to the Borrower on the Fifth Amendment Effective Date in Dollars in a principal amount not to exceed its Incremental Term B-3 Loan Commitment. Amounts paid or prepaid in respect of the Incremental Term B-3 Loans and Replacement Term B-3 Loans may borrownot be reborrowed. For the avoidance of doubt, prepay the Replacement Term B-3 Loans and reborrow Revolving the Incremental Term B-3 Loans shall constitute, and shall be treated as, a single Class of “Term B-3 Loans” and “Term Loans” under the Loan Documents. (i) Subject to and upon the terms and conditions set forth in the Sixth Amendment, each Term B-4 Lender severally, and not jointly, agrees to make an Initial Term B-4 Loan to the Borrower on the Sixth Amendment Effective Date in Dollars in a principal amount not to exceed its Initial Term B-4 Loan Commitment. Amounts paid or prepaid in respect of the Term B-4 Loans may not be reborrowed. For the avoidance of doubt, the Term B-4 Loans shall constitute, and shall be treated as, a separate Class of “Term Loans” from the “2019 New Term Loans” and the “Term B-3 Loans” under the Loan Documents. (j) Subject to and upon the terms and conditions set forth in the Seventh Amendment, each Incremental Term B-4 Lender severally, and not jointly, agrees to make an Incremental Term B-4 Loan to the Borrower on the Seventh Amendment Effective Date in Dollars in a principal amount not to exceed its Incremental Term B-4 Loan Commitment. Each Incremental Term B-4 Loan shall initially take the form of a pro rata increase in each outstanding Borrowing of Initial Term B-4 Loans on the Seventh Amendment Effective Date. For the avoidance of doubt, the Incremental Term B-4 Loans shall constitute Term B-4 Loans under the Loan Documents, and shall be treated as forming a single Class of Term Loans with the Initial Term B-4 Loans outstanding on the Seventh Amendment Effective Date immediately prior to giving effect to the Seventh Amendment. (k) Subject to and upon the terms and conditions set forth in the Tenth Amendment, each Term B-5 Lender severally, and not jointly, agrees to make a Term B-5 Loan to the Borrower on the Tenth Amendment Effective Date in Dollars in a principal amount not to exceed its Term B-5 Loan Commitment. Amounts paid or prepaid in respect of the Term B-5 Loans may not be reborrowed. For the avoidance of doubt, the Term B-5 Loans shall constitute, and shall be treated as, a separate Class of “Term Loans” from the “2019 New Term Loans”, the “Term B-3 Loans” and the “Term B-4 Loans” under the Loan Documents.

Commitments. Subject (a) From and including the Closing Date to but excluding the terms and conditions set forth hereinFacility Termination Date, each Lender 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 (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thatseverally agrees, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to on the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to make loans to the satisfaction of the reallocation Borrower (each such loan, a “Revolving Loan” and other transactions described in Section 1.06collectively, the Existing Loans shall be reevidenced as “Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans under requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the terms of Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Existing Loans shall be restated in their entirety Facility Termination Date. (b) From and shall be evidenced by this Agreementincluding the Closing Date to but excluding the Facility Termination Date, and (z) subject to each Lender severally agrees, on the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchaseparticipate in Facility LCs issued upon the request of the Borrower, on provided that after giving effect to the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause issuance of each such LenderFacility LC, such ▇▇▇▇▇▇’s outstanding Revolving Loans Outstanding Credit Exposure shall not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth hereinin Section 2.18. (c) From and including the Closing Date to but excluding the Facility Termination Date, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Outstanding Credit Exposure would exceed its Commitment at such time, provided that no Advance of Swingline Loans shall be made if, immediately after giving effect thereto, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in 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 Defaulting Lender arising from either the 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, prepay repay (including by means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Revolving Swingline Loans at any time prior to the Facility Termination Date, provided that the Borrower may not borrow Swingline Loans the proceeds of which are used to repay outstanding Swingline Loans.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees agrees: (a) to make Revolving Bridge Loans to the Borrower in Dollars from time to time during the Bridge Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit 's Bridge Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate 's Bridge Commitment; provided that it Bridge Loans shall be made only: (i) on any Business Day which is understood and agreed that, (x) or is prior to the Restatement Effective DateAcquisition Funding End Date and on which an Acquisition is consummated, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreementexceeding, which Existing Loans shall constitute Revolving Loans hereunderand for the purpose solely of financing, the difference between (A) agrees the purchase consideration for such Acquisition and all costs and expenses of the Transactions then payable and (B) the Required Equity Contribution determined as of such date in respect of such Acquisition, (ii) from time to purchase, time prior to or on the Restatement Effective 30th day following the Acquisition Funding End Date, in an amount not exceeding, and for the purpose solely of financing, the difference between (A) any Net Adjustment Payments then due and payable and (B) the Required Equity Contribution determined as of such date in respect of such Net Adjustment Payments, and (iii) from time to time during the Bridge Availability Period, in an amount not exceeding, and for the purpose solely of repaying, any Lender under the Existing Credit Agreement such Existing Loans Bridge Competitive Loan then due and payable; (which, following such purchase, shall be Revolving Loans hereunderb) and to make additional Tranche A Revolving Loans to the Borrower as is necessary from time to cause each time during the Tranche A Revolving Availability Period in an aggregate principal amount that will not result in such Lender’s outstanding 's Tranche A Revolving Exposure exceeding such Lender's Tranche A Revolving Commitment; provided that Tranche A Revolving Loans hereunder shall be made only after Bridge Loans have been funded in an amount equal to reflect the Bridge Commitments and only: (i) on any Business Day which is or is prior to the Acquisition Funding End Date and on which an Acquisition is consummated, in an amount not exceeding, and for the purpose solely of financing, the difference between (A) the purchase consideration for such Lender’s Applicable Percentage Acquisition and all costs and expenses of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits Transactions then payable and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.(B)

Commitments. (a) Subject to the terms and conditions set forth herein, each Term Loan A Lender agrees to make Revolving Loans term loans to the Borrower on the Closing Date (the “Term Loan A Loans”) in U.S. Dollars in an aggregate principal amount equal to such Term Loan A Lender’s respective Term Loan A Commitment. Any amount borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be re-borrowed. Each Lender’s Term Loan A Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Term Loan A Commitment on such date. The Borrower may make only one borrowing under the Term Loan A Facility, which shall be on the Closing Date. (b) Subject to the terms and conditions set forth herein, each Term Loan B Lender agrees to make term loans to the Borrower on the Closing Date (the “Term Loan B Loans”) in U.S. Dollars in an aggregate principal amount equal to such Term Loan B Lender’s respective Term Loan B Commitment. Any amount borrowed under this Section 2.01(b) and subsequently repaid or prepaid may not be re-borrowed. Each Lender’s Term Loan B Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Term Loan B Commitment on such date. The Borrower may make only one borrowing under the Term Loan B Facility, which shall be on the Closing Date. (c) Subject to the terms and conditions set forth herein, each Revolving Facility Lender agrees to make revolving loans (the “Revolving Facility Loans”) in U.S. Dollars to the Borrower, in each case from time to time during the Availability Period in an aggregate principal amount that will not result in (ai) such Revolving Facility Lender’s Revolving Facility Credit Exposure exceeding such Revolving Facility Lender’s Revolving Facility Commitment or and (bii) the sum of Revolving Facility Credit Exposure exceeding the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateFacility Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period for the Revolving Credit Facility in an aggregate principal amount that will not result in (ai) such Lender▇▇▇▇▇▇’s Revolving Credit Exposure exceeding such Lender▇▇▇▇▇▇’s Revolving Commitment or (bii) the sum of Total Revolving Credit Exposure exceeding the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thatCommitments, or (xiii) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as a violation of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateBorrowing Base Covenants. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Upon the effectiveness of the Revolving Commitments hereunder, each “Revolving Lender” under and as defined in the Existing Agreement (each, an “Existing Revolving Lender”) immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to the applicable Revolving Lenders hereunder, and each such Revolving Lender hereunder, as applicable, will automatically and without further act be deemed to have assumed a portion of such Existing Revolving Lender’s outstanding Revolving Loans and participations under the Existing Agreement in any outstanding Letters of Credit, in each case in accordance with the Standard Terms and Conditions attached to the Assignment and Assumption attached hereto as Exhibit A, such that, after giving effect to the Revolving Commitments hereunder and to each such deemed assignment and assumption, (i) the Total Revolving Credit Exposure of each Revolving Lender shall not exceed such ▇▇▇▇▇▇’s Revolving Commitment and (ii) each Revolving Lender will hold outstanding Revolving Loans and participations in any outstanding Letters of Credit in accordance with such ▇▇▇▇▇▇’s Applicable Percentage in respect of the Revolving Credit Facility. (b) Subject to the terms and conditions set forth herein, eachInitial Term LenderLenders severally (and not jointly) agreesagreed to make Initial Term Loans to the Borrower during the Availability Period for the Initial Term Facility in an aggregate principal amount not to exceed such Initial Term Lender’s Initial Term Loan Commitment. Initial Term Loans (i) shall bewere funded on the Effective Date in the aggregate principal amount of $450,000,000, and (ii) may bewere available to be funded in up to two (2) additional Borrowings, each in a minimum amount of $50,000,000, during the period commencing on April 1, 2022 and ending on the Initial Term Loan ​ ​ ​ ​ Commitment Expiration Date. Amounts prepaid or repaid in respect of Initial Term Loans may not be reborrowed. The aggregate Initial Term Loan Commitment shall automatically reduce immediately upon and in the principal amount of each Initial Term Loan made hereunder, and any remaining Initial Term Loan Commitments of the Initial Term Lenders shall terminate on the Initial Term Loan Commitment Expiration Date. As of the Second Amendment Effective Date, the Initial Term Loan Facility has been fully funded, and $550,000,000 thereof remains outstanding, which amount shall constitute Initial Term Loans hereunder. (c) Subject to the terms and conditions set forth herein and in the Second Amendment, each 2028 Term Lender severally (and not jointly) agrees to make 2028 Term Loans to the Borrower on the Second Amendment Effective Date in an aggregate principal amount not to exceed such 2028 Term Lender’s 2028 Term Commitment. The Borrower may make and receive only one Borrowing under the 2028 Term Commitment, and the 2028 Term Commitment of each 2028 Term Lender shall terminate in full immediately and without further action on the Second Amendment Effective Date after giving effect to the funding of such ▇▇▇▇▇▇’s 2028 Term Loan on such date. Amounts prepaid or repaid in respect of 2028 Term Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans to the Borrower in Dollars from time to time in dollars during the Availability Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10) in (a) such Lender▇▇▇▇▇▇’s Revolving Credit Exposure exceeding such Lender▇▇▇▇▇▇’s Revolving Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as total Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. (i) Pursuant to the Existing Credit Agreement, the Initial Term Loan Lenders and the Additional Term Loan Lenders (each as defined therein) thereunder have made term loans to the Borrower and such loans remain outstanding on the Effective Date in the aggregate principal amount of $225,000,000 (the “Initial Term Loans”). Such Initial Term Loans shall continue to be outstanding under this Agreement. On the Effective Date, subject to the terms and conditions set forth herein, the Initial Term Loans shall be reallocated to the Lenders in accordance with their Initial Term Loan Commitments as set forth in Schedule 2.01A attached hereto in accordance with Section 9.20. (ii) Subject to the terms and conditions set forth herein, each Additional Term Loan Lender severally and not jointly agrees to make additional term loans (the “Additional Term Loans”) to the Borrower in dollars during the Additional Term Loan Commitment Period in up to two (2) separate Borrowings as requested by the Borrower in accordance with Section 2.03, so long as (x) each Additional Term Loan Borrowing shall be in a minimum amount of at least $25,000,000 (or a lesser amount equal to the remaining aggregate Unfunded Additional Term Loan Commitments) and (y) any such requested amount does not result in (i) the principal amount of the Additional Term Loans made by such Lender exceeding its Unfunded Additional Term Loan Commitment (as in effect prior to such Borrowing), and (ii) the aggregate principal amount of all Additional Term Loans made by the Lenders exceeding the total aggregate Unfunded Additional Term Loan Commitments (as in effect prior to such Borrowing). All Unfunded Additional Term Loan Commitments of the Lenders to make the Additional Term Loans shall expire on the Additional Term Loan Commitment Expiry Date. (iii) Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower herein and in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in Amendment No. 3: (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Each Converting Term Lender severally and not jointly agrees that its Converting Term Loans are hereby converted to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an a like principal amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Initial Term Loans on the Restatement Effective Date. Within All Converting Term Loans will have the foregoing limits Types and subject Interest Periods specified in the Notice of Borrowing delivered in connection therewith. All accrued and unpaid interest on the Converting Term Loans to, but not including, the Restatement Effective Date shall be payable on the Restatement Effective Date, but no amounts under Section 2.11 shall be payable in connection with such conversion. (b) Each Additional Initial Term Lender severally agrees to make an Additional Initial Term Loan to the terms Borrower on the Restatement Effective Date in the principal amount equal to its Additional Initial Term Commitment on the Restatement Effective Date. The Borrower shall prepay the aggregate principal amount of the Non-Converting Term Loans with the aggregate gross proceeds of the Additional Initial Term Loans, concurrently with the receipt thereof. All accrued and conditions unpaid interest on the Non-Converting Term Loans to, but not including, the Restatement Effective Date shall be paid on the Restatement Effective Date, and the Borrower will make any payments required under Section 2.11 with respect to the Non-Converting Term Loans in accordance therewith. (c) Such Initial Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth hereinin Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Borrower may borrowInitial Term Loan Commitment of such Lender, prepay and reborrow Revolving Loans(iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars.

Commitments. Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein: (a) Each (i) Dollar Term Lender agrees, each Lender agrees severally and not jointly, to make Revolving Loans available in Dollars to the Borrower on the Closing Date the Dollar Term Loans for which such Dollar Term Lender has a Dollar Term Loan Commitment ,and (ii) Euro Term Lender agrees, severally and not jointly, to make available in Dollars Euros to the Borrower on the Closing Date the Euro Term Loans for which such Euro Term Lender has a Euro Term Loan Commitment. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Revolving Lender agrees, severally and not jointly, to make available in the applicable Currency to the Borrower at any time and from time to time during the Availability Revolving Commitment Period the Revolving Loans for which such Revolving Lender has a Revolving Commitment; provided, however, that (i) the aggregate amount in an Dollars or Dollar Equivalent of the aggregate amount in Alternative Currencies, as the case may be, of the aggregate principal amount that will of Revolving Loans, together with such Revolving Lender’s pro rata share of the aggregate Stated Amount of L/C Outstandings, under the Revolving Loan Facilities made by any Revolving Lender shall not result in (a) exceed such Revolving Lender’s Revolving Commitment and any such Revolving Loans and Letters of Credit Exposure exceeding such Lender’s Commitment or (b) shall be available, at the sum election of the total Borrower, in Dollars, Euros and Alternative Currencies and (ii) no Revolving Credit Exposures exceeding Lender shall be obligated or permitted to make Revolving Loans denominated in an Alternative Currency to the Aggregate Commitment; provided that it is understood and agreed extent that, (x) prior to immediately following the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as making of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as aggregate principal amount of Revolving Loans under this Agreement, denominated in Alternative Currencies would exceed the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateFacility Alternative Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving LoansLoans made available hereunder.

Commitments. Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein, (a) each Term Lender agrees agrees, severally and not jointly, to make re-evidence and/or continue funding a Term Loan to the Borrower on the Second Restatement Date in a principal amount not to exceed its Term Loan Commitment, and all or a portion of the Term Loans under the First Restated Credit Agreement and outstanding on the Second Restatement Date shall be re-evidenced and continued as Term Loans hereunder, (b) each Revolving Credit Lender agrees, severally and not jointly, to re-evidence and/or fund Revolving Loans to the Borrower in Dollars Borrower, at any time and from time to time during after the Availability Period Closing Date and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Revolving Credit Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (a) such Revolving Credit Lender’s Revolving Credit Exposure exceeding such Revolving Credit Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding Commitment, and all Revolving Loans and Revolving Credit Commitments under the Aggregate Commitment; provided that it is understood 2005 Credit Agreement outstanding on the Closing Date were re-evidenced on the Closing Date as Revolving Loans and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower Revolving Credit Commitments under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower provided that notwithstanding the foregoing, and each of the Lenders agree that only with respect to Revolving Loans funded on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06Closing Date, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject Borrower was permitted to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate request Revolving Loans on the Closing Date to the extent the Borrower had, after giving effect to such Borrowing, unrestricted domestic cash and unfunded Revolving Credit Commitments of more than $1,000,000,000 on the Closing Date, and (c) each Funded L/C Lender agrees, severally and not jointly, to re-evidence and/or continue funding its Credit-Linked Deposit with the Deposit Bank on the Second Restatement Effective DateDate in accordance with Section 2.24, and all or a portion of the Credit-Linked Deposits under the First Restated Credit Agreement outstanding on the Second Restatement Date shall be re-evidenced and continued as Credit-Linked Deposits hereunder. Within the foregoing limits set forth in clause (b) of the preceding sentence and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein, : (a) each Tranche A Lender severally agrees to make Tranche A Revolving Loans (denominated in dollars or Euro, as the applicable Borrower may request in accordance herewith) to the Borrower in Dollars Borrowers from time to time on any Business Day during the applicable Availability Period in an aggregate principal amount that will not result in (ai) such Tranche A Lender’s Revolving applicable Credit Exposure exceeding such Tranche A Lender’s Tranche A Revolving Commitment or (bii) the sum of the total Revolving applicable Credit Exposures exceeding the Aggregate Commitmenttotal Tranche A Revolving Commitments; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Tranche A Revolving Loans shall be reevidenced as applied pro rata from the then current Tranche A1 Revolving Commitments, Tranche A2 Revolving Commitments and Tranche A3 Revolving Commitments; and (b) each Tranche B Lender severally agrees to make Tranche B Revolving Loans under this Agreement(denominated in dollars or Euro, as the terms applicable Borrower may request in accordance herewith) to the Borrowers from time to time on any Business Day during the applicable Availability Period in an aggregate principal amount that will not result in (i) such Tranche B Lender’s applicable Credit Exposure exceeding such Tranche B Lender’s Tranche B Revolving Commitment or (ii) the sum of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to total applicable Credit Exposures exceeding the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute total Tranche B Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Revolving Loans. Revolving Loans may only be made under Tranche B if Tranche A is fully utilized (or there are otherwise no undrawn Tranche A Commitments available).

Commitments. Subject to the terms and conditions set forth herein, each Lender (severally and not jointly) agrees to make Revolving Loans to the each Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10) in: (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or Commitment; (b) the sum of the total aggregate Company Revolving Credit Exposures Exposure of all Lenders exceeding the Aggregate Commitment; provided that it is understood and agreed that, Company Sublimit; (xc) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate CTWS Revolving Loans on Credit Exposure of all Lenders exceeding the Restatement Effective DateCTWS Sublimit; (d) the aggregate SJWC Revolving Credit Exposure of all Lenders exceeding the SJWC Sublimit; or (e) the aggregate SJWTX Revolving Credit Exposure of all Lenders exceeding the SJWTX Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the each Borrower may borrow, prepay and reborrow the applicable Revolving Loans. If on the Effective Date, any “Loans” made to SJWTX under (and as defined in) the Existing SJWTX Credit Agreement remain outstanding (such outstanding revolving loans being hereinafter referred to as the “Previous SJWTX Loans”), then SJWTX and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Section 4.01 and the reallocation and other transactions described in Section 1.08, the Previous SJWTX Loans shall be reevidenced as SJWTX Loans under this Agreement and the terms of the Previous SJWTX Loans shall be restated in their entirety and evidenced by this Agreement. If on the Effective Date, any “Loans” made to SJWC under (and as defined in) the Existing SJWC Credit Agreement remain outstanding (such outstanding revolving loans being hereinafter referred to as the “Previous SJWC Loans”), then SJWC and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Section 4.01 and the reallocation and other transactions described in Section 1.08, the Previous SJWC Loans shall be reevidenced as SJWC Loans under this Agreement and the terms of the Previous SJWC Loans shall be restated in their entirety and evidenced by this Agreement.

Commitments. Prior to the Effective Date, certain loans were made to the Borrowers under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.05, the Existing Loans that are “Revolving Loans” and “Term Loans” under the Existing Credit Agreement shall be reevidenced as Revolving Loans and Term Loans, respectively, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrower Borrowers in Dollars Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (ai) the Dollar Amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (bii) subject to Section 2.04, the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. The aggregate outstanding principal amount of the Term Loans as of the Effective Date is $105,000,000 and each Term Lender’s respective portion of the Term Loans on the Effective Date is set forth on Schedule 2.01.

Commitments. (a) (1) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth, each New Money Lender severally, but not jointly, agrees to make New Money Loans denominated in Dollars to the Borrower, which New Money Loans (a) shall be made at any time and from time to time during the Availability Period, (b) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; but all New Money Loans made by each of the New Money Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type, (c) may be repaid and reborrowed in accordance with the provisions hereof, (d) shall not, for any New Money Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such New Money Lender’s Exposure at such time exceeding such New Money Lender’s Commitment Percentage at such time of the applicable Loan Limit and (e) shall not, after giving effect thereto and to the application of the proceeds thereof, result in the Total Exposure exceeding the applicable Loan Limit at such time. (b) On (i) the Interim Facility Effective Date, each Roll-Up Lender shall become entitled to roll up an aggregate principal amount of Existing Loans held by such Lender equal to such Roll-Up Lender’s Interim Facility Roll-Up Loan Amount as set forth opposite such Roll-Up Lender’s name on Schedule 2.1(b) under “Interim Facility Roll-Up Loan Amount” into roll-up loans hereunder (the “Interim Facility Roll-Up Loans”) and (ii) in addition to the Interim Facility Roll-Up Loans, on the Final Facility Effective Date, each Roll-Up Lender shall become entitled to roll up an aggregate principal amount of Existing Loans held by such Lender equal to such Roll-Up Lender’s Final Facility Roll-Up Loan Amount as set forth opposite such Roll-Up Lender’s name on Schedule 2.1(b) under “Final Facility Roll-Up Loan Amount” into roll-up loans hereunder (the “Final Facility Roll-Up Loans”; and, together with the Interim Facility Roll-Up Loans, collectively, the “Roll-Up Loans”). As set forth on Schedule 2.1(b), the Roll-Up Loans shall consist of New Money Roll-Up Loans and Incremental Roll-Up Loans. The Incremental Roll-Up Loans shall be allocated to New Money Lenders and Existing RBL Lenders that are not providing Commitments hereunder (the “Non-Participating Lenders”), based on (i) with respect to the Non-Participating Lenders, their respective Existing Commitment Percentage and (ii) with respect to the New Money Lenders, their respective Commitment Percentage hereunder, and each such allocation shall be reflected on Schedule 2.1(b). Subject to the terms and conditions set forth hereinherein and without any further action by any party to this Agreement, each Roll-Up Lender’s (x) Interim Facility Roll-Up Loans shall, from and after the Interim Facility Effective Date, be designated as Roll-Up Loans and administered hereunder and (y) Final Facility Roll-Up Loans shall, from and after the Final Facility Effective Date, be designated as Roll-Up Loans and administered hereunder; provided that, for the avoidance of doubt, until any the Existing Loan has been designated as a Roll-Up Loan hereunder and approved by the applicable DIP Order, the Roll-Up Loans shall continue to be guaranteed by the Existing RBL Guarantors under the Existing RBL Guarantee and secured by and entitled to the benefits of all Liens and security interests created and arising under the Existing Security Documents, which Liens and security interests shall remain in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, and having the same perfected status and priority (until such Existing Loan has been designated as a Roll-Up Loan hereunder and approved by the applicable DIP Order). Each such designation shall be applied on a pro rata basis to the Existing Loans held by such Roll-Up Lender under the Existing RBL Credit Agreement to the extent rolled up under this Agreement as set forth on Schedule 2.1(b). For the avoidance of doubt, each Roll-Up Lender acknowledges and agrees that, by accepting the benefits of this Agreement, on the Interim Facility Effective Date, each such Lender, in its capacity as an Existing RBL Lender rolling up loans under this Agreement shall become a party to make Revolving this Agreement as a Roll-Up Lender hereunder by executing and delivering a counterpart to this Agreement. Amounts rolled up under this Section 2.1(b) and repaid or prepaid may not be reborrowed. Upon the entry of the Interim Order, the conversion of New Money Roll-Up Loans shall be in an amount equal to the Interim Facility Cap approved by the Bankruptcy Court, with the balance of the New Money Roll-Up Loans and the Incremental Roll-Up Loans converting upon entry of the Final Order. The Agent shall update Schedule 2.1(b) on the Interim Facility Effective Date (and, with respect to the Final Facility Roll-Up Loan Amounts only, on the Final Facility Effective Date) to reflect each Roll-Up Lender’s Roll-Up Loan Amount (which Roll-Up Loan Amounts listed on Schedule 2.1(b) shall be conclusive absent manifest error) and deliver such updated Schedule 2.1(b) to the Borrower in Dollars from time to time during and the Availability Period in an aggregate principal amount that will not result in (aRoll-Up Lenders, whereupon such updated Schedule 2.1(b) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (bshall constitute Schedule 2.1(b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject for all purposes hereunder. Subject to the terms and conditions set forth in this Agreementhereof, Borrower and each Roll-Up Loan may, at the option of the Lenders agree that on the Restatement Effective Date Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; but subject to the satisfaction all Roll-Up Loans shall, unless otherwise specifically provided herein, consist entirely of Loans of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loanssame Type.

Commitments. Subject to the terms and conditions set forth hereinherein and in the 2019 Incremental Assumption Agreement, (a) each Term Lender agrees to make a Term Loan to the Borrower on the Effective Date denominated in dollars in a principal amount not exceeding its Incremental Term Commitment and, (b) each Revolving Lender agrees to make Revolving Loans to the Borrower denominated in Dollars dollars from time to time during the Revolving Availability Period in an aggregate principal amount that which will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or Revolving Commitment, (bc) each 2019 Incremental Effective Date Term Lender agrees to make 2019 Incremental Effective Date Term Loans in dollars on the sum of the total Revolving Credit Exposures exceeding the Aggregate 2019 Incremental Effective Date in an aggregate principal amount not to exceed its 2019 Incremental Effective Date Term Loan Commitment; provided that it is understood upon the borrowing of the 2019 Incremental Effective Date Term Loans, these shall have identical terms as, and agreed that, shall automatically be part of the same fungible Class as (x) prior to the Restatement Effective Date, certain revolving loans were previously made to and the Borrower under and the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (Administrative Agent shall make such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject modifications to the terms thereof as reasonably necessary to ensure such fungibility) the Initial Term Loans and conditions set forth (d) each 2019 Delayed Draw Incremental Term Lender agrees to make 2019 Delayed Draw Incremental Term Loans at any time during the 2019 Delayed Draw Availability Period in this Agreementan aggregate amount not to exceed its 2019 Delayed Draw Incremental Term Loan Commitment; provided that upon the borrowing of the 2019 Delayed Draw Incremental Term Loans, these shall have identical terms as, and shall automatically be part of the same fungible Class as (and the Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans Administrative Agent shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject make such modifications to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower thereof as is reasonably necessary to cause each ensure such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.fungibility)

Commitments. (i) Subject to the terms and conditions set forth herein, each Construction Loan Lender severally agrees to make Revolving Loans construction loans (collectively, the "CONSTRUCTION LOANS") to the Borrower in Dollars Company from time to time during the Availability Construction Loan Commitment Period in an aggregate principal amount that will at any one time outstanding not result in (a) to exceed such Construction Loan Lender’s Revolving Credit Exposure exceeding 's Construction Loan Commitment at such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Datetime. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company may borrow, prepay and but not reborrow Revolving any Construction Loans. (ii) During the Revolving Credit Availability Period, subject to the terms and conditions hereof, each Revolving Credit Lender severally agrees to make Revolving Credit Loans to the Company in the aggregate amount up to but not exceeding such Revolving Credit Lender's Revolving Credit Commitment; provided, after giving effect to the making of any Revolving Credit Loans in no event shall the Total Utilization of Revolving Credit Commitments exceed the aggregate amount of Revolving Credit Commitments then in effect. Amounts borrowed pursuant to this Section 2.1(a)(ii) may be repaid and reborrowed during the Revolving Credit Commitment Period; provided, however, that any amounts borrowed and repaid prior to the Conversion Date may only be reborrowed after the Conversion Date. Each Revolving Credit Lender's Revolving Credit Commitment shall expire on the Revolving Credit Commitment Termination Date and all Revolving Credit Loans and all other amounts owed hereunder with respect to the Revolving

Commitments. Subject to the terms and conditions set forth herein, : (a) each Revolving Lender (severally and not jointly) 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 (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10) in (ai) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (bii) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; aggregate Revolving Commitments, provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date; (b) on the Term A-1 Commitment Effective Date, the Term A-1 Lenders party to the Existing Credit Agreement advanced (on a several, not joint, basis) to the Borrower a Term A-1 Loan in an aggregate principal amount of $250,000,000 (which, immediately prior to the Restatement Effective Date, had an outstanding balance of $250,000,000), in accordance with such Term A-1 Lenders’ Term A-1 Loan Commitment at such time; (c) on the Term A-2 Commitment Effective Date, the Term A-2 Lenders party to the Existing Credit Agreement advanced (on a several, not joint, basis) to the Borrower a Term A-2 Loan in an aggregate principal amount of $300,000,000 (which, immediately prior to the Restatement Effective Date, had an outstanding balance of $300,000,000), in accordance with such Term A-2 Lenders’ Term A-2 Loan Commitment at such time; and (d) each Term A-3 Lender with a Term A-3 Loan Commitment (severally and not jointly) agrees, until the Term A-3 Commitment Termination Date, to make a Term A-3 Loan to the Borrower in Dollars on the Term A-3 Commitment Effective Date, in an amount equal to such Lender’s Term A-3 Loan Commitment by making immediately available funds available to the Administrative Agent’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 herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, each Initial Term Lender severally, and not jointly, agrees to make Revolving Loans an Initial Term Loan to the Borrower on the Closing Date in Dollars from time to time during the Availability Period in an aggregate a principal amount that will not result to exceed its Initial Term Loan Commitment. Amounts paid or prepaid in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or respect of the Initial Term Loans may not be reborrowed. (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior Subject to the Restatement Effective Dateterms and conditions of this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, certain revolving loans were previously made 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 under Borrower, which Loans shall not exceed for any such Lender at the Existing Credit Agreement which remain outstanding time of any incurrence thereof the Additional Commitment of such Class of such Lender as of set forth in the Restatement Effective Date applicable Refinancing Amendment or Incremental Facility Amendment. (such outstanding loans being hereinafter referred c) Subject to as the “Existing Loans”), (y) subject to and upon the terms and conditions set forth in this Agreementthe First Amendment, each 2019 Replacement Term Lender severally, and not jointly, agrees to make a 2019 Replacement Term Loan to the Borrower and each of the Lenders agree that on the Restatement First Amendment Effective Date but subject in Dollars in a principal amount not to the satisfaction of the reallocation exceed its 2019 Replacement Term Loan Commitment. Subject to and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to upon the terms and conditions set forth hereinin the First Amendment, each 2019 Incremental Term Lender severally severally, and not jointly jointly, agrees to make a 2019 Incremental Term Loan to the reallocation and other transactions described Borrower on the First Amendment Effective Date in Section 1.06 and (other than any Lender holding Existing Loans Dollars in an a principal amount not less than to exceed its Commitment under this Agreement2019 Incremental Term Loan Commitment. Amounts paid or prepaid in respect of the 2019 Incremental Term Loans and 2019 Replacement Term Loans may not be reborrowed. For the avoidance of doubt, which Existing the 2019 Replacement Term Loans and 2019 Incremental Term Loans shall constitute Revolving Loans hereunder) agrees to purchaseconstitute, on the Restatement Effective Dateand shall be treated as, from any Lender a single Class of “2019 New Term Loans” and “Term Loans” under the Existing Credit Agreement such Existing Loans Loan Documents. (which, following such purchase, shall be Revolving Loans hereunderd) Subject to and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to upon the terms and conditions set forth hereinin the Second Amendment, each Initial Term B-2 Lender severally, and not jointly, agrees to make an Initial Term B-2 Loan to the Borrower on the Second Amendment Effective Date in Dollars in a principal amount not to exceed its Initial Term B-2 Loan Commitment. (e) Subject to and upon the terms and conditions set forth in the Third Amendment, each Additional Term B-2 Lender severally, and not jointly, agrees to make an Additional Term B-2 Loan to the Borrower on the Third Amendment Effective Date in Dollars in a principal amount not to exceed its Additional Term B-2 Loan Commitment. Each Additional Term B-2 Loan shall initially take the form of a pro rata increase in each outstanding Borrowing of Initial Term B-2 Loans on the Third Amendment Effective Date. (f) Amounts paid or prepaid in respect of the Term B-2 Loans may not be reborrowed. For the avoidance of doubt, (x) the Term B-2 Loans shall constitute, and shall be treated as, a separate Class of “Term Loans” from the “2019 New Term Loans” under the Loan Documents and (y) the Initial Term B-2 Loans and the Additional Term B-2 Loans shall constitute, and shall be treated as, forming parts of the same Class of “Term Loans” under the Loan Documents. (g) Subject to and upon the terms and conditions set forth in the Fourth Amendment, each Additional 2019 Incremental Term Lender severally, and not jointly, agrees to make an Additional 2019 New Term Loan to the Borrower on the Fourth Amendment Effective Date in Dollars in a principal amount not to exceed its Additional 2019 Incremental Term Loan Commitment. Each Additional 2019 New Term Loan shall initially take the form of a pro rata increase in each outstanding Borrowing of 2019 New Term Loans on the Fourth Amendment Effective Date. Amounts paid or prepaid in respect of the Additional 2019 New Term Loans may not be reborrowed. For the avoidance of doubt, the Additional 2019 New Term Loans shall constitute 2019 New Term Loans under the Loan Documents, and shall be treated as forming a single Class of Term Loans with the 2019 New Term Loans outstanding on the Fourth Amendment Effective Date immediately prior to giving effect to the Fourth Amendment. (h) Subject to and upon the terms and conditions set forth in the Fifth Amendment, each Replacement Term B-3 Lender severally, and not jointly, agrees to make a Replacement Term B-3 Loan to the Borrower on the Fifth Amendment Effective Date in Dollars in a principal amount not to exceed its Replacement Term B-3 Loan Commitment. Subject to and upon the terms and conditions set forth in the Fifth Amendment, each Incremental Term B-3 Lender severally, and not jointly, agrees to make an Incremental Term B-3 Loan to the Borrower on the Fifth Amendment Effective Date in Dollars in a principal amount not to exceed its Incremental Term B-3 Loan Commitment. Amounts paid or prepaid in respect of the Incremental Term B-3 Loans and Replacement Term B-3 Loans may borrownot be reborrowed. For the avoidance of doubt, prepay the Replacement Term B-3 Loans and reborrow Revolving the Incremental Term B-3 Loans shall constitute, and shall be treated as, a single Class of “Term B-3 Loans” and “Term Loans” under the Loan Documents. (i) Subject to and upon the terms and conditions set forth in the Sixth Amendment, each Term B-4 Lender severally, and not jointly, agrees to make an Initial Term B-4 Loan to the Borrower on the Sixth Amendment Effective Date in Dollars in a principal amount not to exceed its Initial Term B-4 Loan Commitment. Amounts paid or prepaid in respect of the Term B-4 Loans may not be reborrowed. For the avoidance of doubt, the Term B-4 Loans shall constitute, and shall be treated as, a separate Class of “Term Loans” from the “2019 New Term Loans” and the “Term B-3 Loans” under the Loan Documents. (j) Subject to and upon the terms and conditions set forth in the Seventh Amendment, each Incremental Term B-4 Lender severally, and not jointly, agrees to make an Incremental Term B-4 Loan to the Borrower on the Seventh Amendment Effective Date in Dollars in a principal amount not to exceed its Incremental Term B-4 Loan Commitment. Each Incremental Term B-4 Loan shall initially take the form of a pro rata increase in each outstanding Borrowing of Initial Term B-4 Loans on the Seventh Amendment Effective Date. For the avoidance of doubt, the Incremental Term B-4 Loans shall constitute Term B-4 Loans under the Loan Documents, and shall be treated as forming a single Class of Term Loans with the Initial Term B-4 Loans outstanding on the Seventh Amendment Effective Date immediately prior to giving effect to the Seventh Amendment.

Commitments. (a) Subject to the terms and conditions set forth herein, each Initial Term Lender severally, and not jointly, agrees to make Revolving Loans an Initial Term Loan to the Borrower on the Closing Date in Dollars from time to time during the Availability Period in an aggregate a principal amount that will not result to exceed its Initial Term Loan Commitment. Amounts paid or prepaid in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or respect of the Initial Term Loans may not be reborrowed. (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior Subject to the Restatement Effective Dateterms and conditions of this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, certain revolving loans were previously made 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 under Borrower, which Loans shall not exceed for any such Lender at the Existing Credit Agreement which remain outstanding time of any incurrence thereof the Additional Commitment of such Class of such Lender as of set forth in the Restatement Effective Date applicable Refinancing Amendment or Incremental Facility Amendment. (such outstanding loans being hereinafter referred c) Subject to as the “Existing Loans”), (y) subject to and upon the terms and conditions set forth in this Agreementthe First Amendment, each 2019 Replacement Term Lender severally, and not jointly, agrees to make a 2019 Replacement Term Loan to the Borrower and each of the Lenders agree that on the Restatement First Amendment Effective Date but subject in Dollars in a principal amount not to the satisfaction of the reallocation exceed its 2019 Replacement Term Loan Commitment. Subject to and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to upon the terms and conditions set forth hereinin the First Amendment, each 2019 Incremental Term Lender severally severally, and not jointly jointly, agrees to make a 2019 Incremental Term Loan to the reallocation and other transactions described Borrower on the First Amendment Effective Date in Section 1.06 and (other than any Lender holding Existing Loans Dollars in an a principal amount not less than to exceed its Commitment under this Agreement2019 Incremental Term Loan Commitment. Amounts paid or prepaid in respect of the 2019 Incremental Term Loans and 2019 Replacement Term Loans may not be reborrowed. For the avoidance of doubt, which Existing the 2019 Replacement Term Loans and 2019 Incremental Term Loans shall constitute Revolving Loans hereunder) agrees to purchaseconstitute, on the Restatement Effective Dateand shall be treated as, from any Lender a single Class of “2019 New Term Loans” and “Term Loans” under the Existing Credit Agreement such Existing Loans Loan Documents. (which, following such purchase, shall be Revolving Loans hereunderd) Subject to and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to upon the terms and conditions set forth hereinin the Second Amendment, each Initial Term B-2 Lender severally, and not jointly, agrees to make an Initial Term B-2 Loan to the Borrower on the Second Amendment Effective Date in Dollars in a principal amount not to exceed its Initial Term B-2 Loan Commitment. (e) Subject to and upon the terms and conditions set forth in the Third Amendment, each Additional Term B-2 Lender severally, and not jointly, agrees to make an Additional Term B-2 Loan to the Borrower on the Third Amendment Effective Date in Dollars in a principal amount not to exceed its Additional Term B-2 Loan Commitment. Each Additional Term B-2 Loan shall initially take the form of a pro rata increase in each outstanding Borrowing of Initial Term B-2 Loans on the Third Amendment Effective Date. (f) Amounts paid or prepaid in respect of the Term B-2 Loans may not be reborrowed. For the avoidance of doubt, (x) the Term B-2 Loans shall constitute, and shall be treated as, a separate Class of “Term Loans” from the “2019 New Term Loans” under the Loan Documents and (y) the Initial Term B-2 Loans and the Additional Term B-2 Loans shall constitute, and shall be treated as, forming parts of the same Class of “Term Loans” under the Loan Documents. (g) Subject to and upon the terms and conditions set forth in the Fourth Amendment, each Additional 2019 Incremental Term Lender severally, and not jointly, agrees to make an Additional 2019 New Term Loan to the Borrower on the Fourth Amendment Effective Date in Dollars in a principal amount not to exceed its Additional 2019 Incremental Term Loan Commitment. Each Additional 2019 New Term Loan shall initially take the form of a pro rata increase in each outstanding Borrowing of 2019 New Term Loans on the Fourth Amendment Effective Date. Amounts paid or prepaid in respect of the Additional 2019 New Term Loans may not be reborrowed. For the avoidance of doubt, the Additional 2019 New Term Loans shall constitute 2019 New Term Loans under the Loan Documents, and shall be treated as forming a single Class of Term Loans with the 2019 New Term Loans outstanding on the Fourth Amendment Effective Date immediately prior to giving effect to the Fourth Amendment. (h) Subject to and upon the terms and conditions set forth in the Fifth Amendment, each Replacement Term B-3 Lender severally, and not jointly, agrees to make a Replacement Term B-3 Loan to the Borrower on the Fifth Amendment Effective Date in Dollars in a principal amount not to exceed its Replacement Term B-3 Loan Commitment. Subject to and upon the terms and conditions set forth in the Fifth Amendment, each Incremental Term B-3 Lender severally, and not jointly, agrees to make an Incremental Term B-3 Loan to the Borrower on the Fifth Amendment Effective Date in Dollars in a principal amount not to exceed its Incremental Term B-3 Loan Commitment. Amounts paid or prepaid in respect of the Incremental Term B-3 Loans and Replacement Term B-3 Loans may borrownot be reborrowed. For the avoidance of doubt, prepay the Replacement Term B-3 Loans and reborrow Revolving the Incremental Term B-3 Loans shall constitute, and shall be treated as, a single Class of “Term B-3 Loans” and “Term Loans” under the Loan Documents. (i) Subject to and upon the terms and conditions set forth in the Sixth Amendment, each Term B-4 Lender severally, and not jointly, agrees to make an Initial Term B-4 Loan to the Borrower on the Sixth Amendment Effective Date in Dollars in a principal amount not to exceed its Initial Term B-4 Loan Commitment. Amounts paid or prepaid in respect of the Term B-4 Loans may not be reborrowed. For the avoidance of doubt, the Term B-4 Loans shall constitute, and shall be treated as, a separate Class of “Term Loans” from the “2019 New Term Loans”, the “Term B-3 Loans” , the “Term B-5 Loans” and, the “Term B-6 Loans” and the “Term B-7 Loans” under the Loan Documents. (j) Subject to and upon the terms and conditions set forth in the Seventh Amendment, each Incremental Term B-4 Lender severally, and not jointly, agrees to make an Incremental Term B-4 Loan to the Borrower on the Seventh Amendment Effective Date in Dollars in a principal amount not to exceed its Incremental Term B-4 Loan Commitment. Each Incremental Term B-4 Loan shall initially take the form of a pro rata increase in each outstanding Borrowing of Initial Term B-4 Loans on the Seventh Amendment Effective Date. For the avoidance of doubt, the Incremental Term B-4 Loans shall constitute Term B-4 Loans under the Loan Documents, and shall be treated as forming a single Class of Term Loans with the Initial Term B-4 Loans outstanding on the Seventh Amendment Effective Date immediately prior to giving effect to the Seventh Amendment. (k) Subject to and upon the terms and conditions set forth in the Tenth Amendment, each Term B-5 Lender severally, and not jointly, agrees to make a Term B-5 Loan to the Borrower on the Tenth Amendment Effective Date in Dollars in a principal amount not to exceed its Term B-5 Loan Commitment. Amounts paid or prepaid in respect of the Term B-5 Loans may not be reborrowed. For the avoidance of doubt, the Term B-5 Loans shall constitute, and shall be treated as, a separate Class of “Term Loans” from the “2019 New Term Loans”, the “Term B-3 Loans” , the “Term B-4 Loans” and, the “Term B-6 Loans” and the “Term B-7 Loans” under the Loan Documents. (l) Subject to and upon the terms and conditions set forth in the Eleventh Amendment, each Replacement Term B-6 Lender severally, and not jointly, agrees to make a Replacement Term B-6 Loan to the Borrower on the Eleventh Amendment Effective Date in Dollars in a principal amount not to exceed its Replacement Term B-6 Loan Commitment. Subject to and upon the terms and conditions set forth in the Eleventh Amendment, each Incremental Term B-6 Lender severally, and not jointly, agrees to make a Incremental Term B-6 Loan to the Borrower on the Eleventh Amendment Effective Date in Dollars in a principal amount not to exceed its Incremental Term B-6 Loan Commitment. Amounts paid or prepaid in respect of the Replacement Term B-6 Loans and Incremental Term B-6 Loans may not be reborrowed. For the avoidance of doubt, the Replacement Term B-6 Loans and Incremental Term B-6 Loans shall constitute, and shall be treated as, a single class of “Term B-6 Loans” and “Term Loans” under the Loan Documents, and as a separate Class of “Term Loans” from the “2019 New Term Loans”, the “Term B-3 Loans” , the “Term B-4 Loans” and, the ”Term B-5 Loans” and the “Term B-7 Loans” under the Loan Documents. (m) Subject to and upon the terms and conditions set forth in the Twelfth Amendment, each Replacement Term B-7 Lender severally, and not jointly, agrees to make a Replacement Term B-7 Loan to the Borrower on the Twelfth Amendment Effective Date in Dollars in a principal amount not to exceed its Replacement Term B-7 Loan Commitment. Subject to and upon the terms and conditions set forth in the Twelfth Amendment, each Incremental Term B-7 Lender severally, and not jointly, agrees to make an Incremental Term B-7 Loan to the Borrower on the Twelfth Amendment Effective Date in Dollars in a principal amount not to exceed its Incremental Term B-7 Loan Commitment. Amounts paid or prepaid in respect of the Replacement Term B-7 Loans and Incremental Term B-7 Loans may not be reborrowed. For the avoidance of doubt, the Replacement Term B-7 Loans and Incremental Term B-7 Loans shall constitute, and shall be treated as, a single Class of “Term B-7 Loans” and “Term Loans” under the Loan Documents, and as a separate Class of “Term Loans” from the “2019 New Term Loans”, the “Term B-3 Loans” , the “Term B-4 Loans”, the ”Term B-5 Loans” and the “Term B-6 Loans” under the Loan Documents.

Commitments. Subject (a) Each Lender severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Lender agrees to make loans (each, a “Revolving Loans Loan,” and collectively, the “Revolving Loans”) to the Borrower in Dollars Borrower, from time to time on any Business Day during the Availability Period period from and including the Closing Date to but not including the Revolving Credit Termination Date, in an aggregate principal amount that will at any time outstanding not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate its Commitment; , provided that it is understood no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto (and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”Borrowing), (y) subject the Revolving Credit Exposure of any Lender would exceed its Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Commitments at such time. Subject to and on the terms and conditions set forth in of this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay repay and reborrow Revolving Loans. (b) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Credit Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time, would exceed the Swingline Lender’s own Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (y) the Revolving Credit Exposure of any Lender would exceed its Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.2(e)) and reborrow Swingline Loans.

Commitments. (a) Subject to the terms and conditions set forth herein, and in Amendment No. 2, (i) each Amendment No. 2 Term Lender severally, and not jointly, agrees to make Amendment No. 2 Term Loans to the Borrower on the Amendment No. 2 Closing Date in a principal amount not to exceed its Amendment No. 2 Term Loan Commitment as of the Amendment No. 2 Closing Date and (ii) each Revolving Lender severally, and not jointly, agrees to make Revolving Loans to the Borrower in Dollars or Euros at any time and from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood on and agreed that, (x) prior to after the Restatement Effective Date, certain revolving loans were previously made to and until the Borrower under the Existing Credit Agreement which remain outstanding as earlier of the Restatement Effective 2024 Refinancing Revolving Credit Maturity Date (and the termination of the 2024 Refinancing Revolving Credit Commitment of such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to Revolving Lender in accordance with the terms and conditions set forth in this Agreementhereof; provided that, Borrower and each after giving effect to any Borrowing of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.062024 Refinancing Revolving Loans, the Existing Loans shall be reevidenced as Outstanding Amount of such 2024 Refinancing Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding 2024 Refinancing Revolving Loans hereunder to reflect Credit Exposure shall not exceed such 2024 Refinancing Revolving Lender’s Applicable Percentage of the aggregate 2024 Refinancing Revolving Loans on the Restatement Effective DateCredit Commitment. Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, (x) amounts repaid or prepaid in respect of the Amendment No. 2 Term Loans may not be reborrowed (it being understood, however, that prepayments will be taken into account for purposes of clause (d) of the definition of “Incremental Cap”) and (y) the Borrower may borrow, pay or prepay and reborrow Revolving Loans. (b) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment, each Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make Additional Revolving Loans or 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, Extension Amendment or Incremental Facility Amendment. For the avoidance of doubt, the Amendment No. 2 Term Loans shall be governed by Section 2.01(a) rather than this Section 2.01(b).

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (aA) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (bB) the sum Dollar Amount of the total Revolving Credit Exposures Loans in Alternative Currencies exceeding the Aggregate CommitmentAlternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as Revolving Commitments of the Restatement Effective Date Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Class. (such outstanding loans being hereinafter referred to as the “Existing Loans”), (yb) subject Subject to the terms and conditions set forth hereof and in this Agreementthe Incremental Assumption Agreement No. 1, each Term B-1 Lender severally agrees to make to the Borrower and each of the Lenders agree that Term B-1 Loans denominated in Dollars on the Restatement Term B-1 Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount equal to such Term B-1 Lender’s Term B-1 Commitment. Term B-1 Loans that are repaid or prepaid may not be reborrowed. (c) At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than its Commitment under this Agreement$5,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency). At the time that each ABR Borrowing is made, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, Borrowing shall be Revolving Loans hereunder) in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Borrowing may be in an aggregate principal amount that is equal to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage the entire unused balance of the aggregate Revolving Loans on applicable outstanding Commitment. Borrowings of more than one Type and Class may be outstanding at the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loanssame time; provided that there shall not at any time be more than a total of 15 Eurocurrency Borrowings outstanding.

Commitments. Subject (a) From and including the Closing Date to but excluding the terms and conditions set forth hereinFacility Termination Date applicable to such Lender, each Lender 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 (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thatseverally agrees, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to on the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to make loans to the satisfaction of the reallocation Borrower (each such loan, a “Revolving Loan” and other transactions described in Section 1.0615484836v115484836v9 collectively, the Existing Loans shall be reevidenced as “Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans under requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the terms of Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Existing Loans shall be restated in their entirety applicable Facility Termination Date. (b) From and shall be evidenced by this Agreementincluding the Closing Date to but excluding the Facility Termination Date applicable to such Lender, and (z) subject to each Lender severally agrees, on the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchaseparticipate in Facility LCs issued upon the request of the Borrower, on provided that after giving effect to the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause issuance of each such LenderFacility LC, such ▇▇▇▇▇▇’s outstanding Revolving Loans Outstanding Credit Exposure shall not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth hereinin Section 2.18. (c) From and including the Closing Date to but excluding the applicable 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 at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Outstanding Credit Exposure would exceed its Commitment at such time,; provided that no Advance of Swingline Loans shall be made if, immediately after giving effect thereto, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in 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 Defaulting Lender arising from either the 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, prepay repay (including by means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Revolving Swingline Loans at any time prior to the Facility Termination Date applicable to the Swingline Lender, provided that the Borrower may not borrow Swingline Loans the proceeds of which are used to repay outstanding Swingline Loans.

Commitments. (a) The Borrower, Holdings and the Lenders acknowledge the making of the Tranche B Term Loans in the aggregate principal amount of $200,000,000 on the Closing Date pursuant to the Original Credit Agreement. Prior to the Restatement Closing Date, the Borrower has repaid or prepaid $56,049,111 aggregate principal amount of Tranche B Term Loans. The Borrower, Holdings and the Lenders hereby agree that, after giving effect to the Restatement Prepayment, $134,045,893 aggregate principal amount of Tranche B Term Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. (b) The Borrower and the Lenders acknowledge the making of the Tranche C Term Loans in the aggregate principal amount of $235,000,000 on the Closing Date pursuant to the Original Credit Agreement. Prior to the Restatement Closing Date, the Borrower has repaid or prepaid $65,621,889 aggregate principal amount of Tranche C Term Loans. The Borrower, Holdings and the Lenders hereby agree that, after giving effect to the Restatement Prepayment, $157,723,515 aggregate principal amount of Tranche C Term Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees agrees, severally and not jointly, to make Revolving Loans to the Borrower in Dollars Borrower, at any time and from time to time during on or after the Availability Period Restatement Closing Date, 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 at any time outstanding that will not result in (a) such Lender’s 's Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total 's Revolving Credit Exposures exceeding Commitment. The Borrower, Holdings and the Aggregate Commitment; provided that it is understood and agreed that, (x) Lenders acknowledge the making of Revolving Loans prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding Closing Date and agree that (except as of the Restatement Effective Date provided in paragraph (d) below) such outstanding loans being hereinafter referred Revolving Loans shall continue to as the “Existing Loans”), (y) subject be outstanding pursuant to the terms and conditions set forth in of this AgreementAgreement and the other Loan Documents. (d) The Borrower, Borrower Holdings and each of the Lenders hereby agree that that, on the Restatement Effective Date but subject Closing Date, $50,000,000 aggregate principal amount of outstanding Revolving Loans (the "Converted Loans") shall be converted (the "Conversion") into Tranche A Term Loans and, after giving effect to the satisfaction Restatement Prepayment, $46,559,592 aggregate principal amount of the reallocation and other transactions described in Section 1.06, the Existing Tranche A Term Loans shall continue to be reevidenced outstanding as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject such pursuant to the terms and conditions of this Agreement and the other Loan Documents. The Conversion shall be allocated ratably among the Revolving Credit Lenders in accordance with their respective Pro Rata Percentages. Immediately upon the Conversion, the Revolving Credit Commitments shall be permanently reduced by $50,000,000, such reduction to be allocated ratably among the Revolving Credit Lenders in accordance with their respective Pro Rata Percentages. The Administrative Agent shall determine the Revolving Loans of each Lender that shall be converted to Tranche A Term Loans pursuant to this paragraph. To the extent any of the Converted Loans are Eurodollar Loans, they shall continue as such following the Conversion for the remainder of their respective Interest Periods. (e) Within the limits set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and paragraph (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunderc) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits above and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

Commitments. (i) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Initial Term Loan Lender severally agrees to make Revolving Loans the $58,500,000 Initial Term Loan to the Borrower in Dollars from time to time during on the Availability Period Effective Date, in an aggregate principal amount that will not result in (a) equal to the amount of such Initial Term Loan Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or Initial Term Loan Commitment. (bii) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject Subject to the terms and conditions and relying upon the representations and warranties herein set forth in this Agreementforth, each Delayed Draw Term Loan Lender severally agrees to, make Delayed Draw Term Loans to the Borrower at any time and each of from time to time after the Lenders agree that on the Restatement Effective Date but subject until the Delayed Draw Term Loan Expiration Date. The principal amount of any Delayed Draw Term Loan to be made by any Delayed Draw Term Loan Lender shall not exceed such Delayed Draw Term Loan Lender’s remaining unfunded Delayed Draw Term Loan Commitment; provided that other than a (x) $2,500,000 Delayed Draw Term Loan that is made on or about the satisfaction of Second Amendment Effective Date and (y) $3,000,000 Delayed Draw Term Loan that is to be made on or about the reallocation and other transactions described in Section 1.06April 24, the Existing 2023, no Delayed Draw Term Loans shall be reevidenced as Revolving Loans under this Agreementmade, if, after giving effect to any such Delayed Draw Term Loans, the terms aggregate amount of Loans outstanding at any time shall exceed the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and then Borrowing Base. (ziii) subject Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each April 2024 Bridge Loan Lender severally and not jointly agrees to make the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees April 2024 Bridge Loan to purchase, the Borrower on the Restatement Sixth Amendment Effective Date, from but only so long as the April 2024 Bridge Loan Funding Conditions are satisfied on such date. The principal amount of the April 2024 Bridge Loan to be made by any April 2024 Bridge Loan Lender under the Existing Credit Agreement shall not exceed such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such April 2024 Bridge Loan Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject remaining unfunded April 2024 Bridge Loan Commitment. (iv) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each June 2024 Bridge Loan Lender severally agrees to make the June 2024 Bridge Loan to the Borrower on the June 2024 Bridge Loan Funding Date, but only so long as the June 2024 Bridge Loan Funding Conditions are satisfied on such date. The principal amount of the June 2024 Bridge Loan to be made by any June 2024 Bridge Loan Lender shall not exceed such June 2024 Bridge Loan Lender’s remaining unfunded June 2024 Bridge Loan Commitment; provided that June 2024 Bridge Loan (or a portion thereof) shall not be made, if, after giving effect to the June 2024 Bridge Loan, the aggregate amount of Term Loans outstanding at any time shall exceed the then Borrowing Base. (v) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each March 2025 Bridge Loan Lender severally agrees to make the March 2025 Bridge Loan to the Borrower may borrowon the Eighth Amendment Effective Date, prepay and reborrow Revolving Loansbut only so long as the March 2025 Bridge Loan Funding Conditions are satisfied on such date. The principal amount of the March 2025 Bridge Loan to be made by any March 2025 Bridge Loan Lender shall not exceed such March 2025 Bridge Loan Lender’s remaining unfunded March 2025 Bridge Loan Commitment.

Commitments. Subject (a) Borrower and Guarantors hereby acknowledge and agree that as of the effective date of this Amendment and following satisfaction of all conditions thereto as provided herein, the amount of each Lender’s Commitment shall be the amount set forth on Schedule 1.1 attached hereto. Each of the Lenders that is a party to the terms and conditions Credit Agreement prior to the effectiveness of this Amendment that is increasing its Commitment (the “Increasing Existing Lenders”) shall receive a Revolving Credit Note based on its Commitment as set forth hereinon Schedule 1.1 hereto, which Revolving Credit Note shall be replacements for such Lender’s existing Revolving Credit Note and shall not be a novation or satisfaction of such indebtedness. (b) By its signature below, each Increasing Existing Lender hereby agrees to perform all obligations with respect to its respective Commitment as set forth in this Amendment, which obligations shall include, but shall not be limited to, the obligation to make Revolving Credit Loans to the Borrower with respect to its Revolving Credit Commitment as required under §2.1 of the Credit Agreement, the obligation to pay amounts due in Dollars from time respect of Swing Loans as set forth in §2.5 of the Credit Agreement, the obligation to time during pay amounts due in respect of draws under Letters of Credit as required under §2.10 of the Availability Period Credit Agreement, and in an aggregate any case the obligation to indemnify the Agent as provided therein. (c) On the effective date of this Amendment, (i) the outstanding principal balance of the Revolving Credit Loans prior to the effectiveness of this Amendment shall be reallocated among the Lenders such that the outstanding principal amount that will not result in (a) such Lender’s of Revolving Credit Exposure exceeding Loans owed to each Lender shall be equal to such Lender’s Commitment or (b) as in effect after the sum effectiveness of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”this Amendment), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (zii) subject those Revolving Credit Lenders whose Commitment is increasing shall advance the funds to the terms Agent and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, funds so advanced shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower distributed among the Lenders as is necessary to cause each such Lender’s accomplish the required reallocation of the outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Credit Loans.

Commitments. Subject (a) Each Lender severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Lender agrees to make loans (each, a "Revolving Loans Loan," and collectively, the "Revolving Loans") to the Borrower in Dollars Borrower, from time to time on any Business Day during the Availability Period period from and including the Closing Date to but not including the Termination Date, in an aggregate principal amount that will at any time outstanding not result in (a) greater than the excess, if any, of its Commitment at such Lender’s Revolving time over its Letter of Credit Exposure exceeding at such Lender’s Commitment or (b) time, provided that no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto, the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain aggregate principal amount of Revolving Loans outstanding as of the Restatement Effective Date (at such outstanding loans being hereinafter referred to as the “Existing Loans”), time and (y) subject the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made pursuant to such Borrowing) would exceed the aggregate Commitments at such time. Subject to and on the terms and conditions set forth in of this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay repay and reborrow Revolving Loans. (b) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a "Swingline Loan," and collectively, the "Swingline Loans") to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Termination Date), in any aggregate principal amount at any time outstanding not exceeding the Swingline Commitment, notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit Exposure at such time, may exceed its Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to SECTION 2.2(E)) and reborrow Swingline Loans.

Commitments. Subject to the terms and conditions set forth herein, each Lender 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 (a) Each Stockholder agrees to act in good faith and to satisfy its obligations under the Equity Commitment Letter delivered by such Lender’s Revolving Credit Exposure exceeding such Lender’s Stockholder in accordance with its terms. Parent shall not request a Stockholder to make contributions under its Equity Commitment Letter until the Requisite Stockholders have determined that the Closing Conditions have been satisfied or validly waived as permitted hereunder. (b) The Stockholders agree to exercise (or shall cause their affiliates to exercise) all of their the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) Warrants prior to the Restatement Effective Daterecord date set in connection with the Shareholders’ Meeting, certain revolving loans were previously made and shall contribute (or shall cause their affiliates to contribute) to Parent such Company Common Shares that each receives as a result of the exercise of their Warrants to Parent immediately prior to the Borrower under Closing. Parent shall not request a Stockholder to contribute its Company Common Shares until the Existing Credit Agreement which remain outstanding Requisite Stockholders have determined that the Closing Conditions have been satisfied or validly waived as of permitted hereunder. (c) Immediately prior to Closing, the Restatement Effective Date Stockholders agree to contribute (such outstanding loans being hereinafter referred or shall cause their affiliates to contribute) to Parent the Term B Notes in the principal amounts set forth on Exhibit A hereto. Parent shall not request a Stockholder to contribute its Term B Notes until the Requisite Stockholders have determined that the Closing Conditions have been satisfied or validly waived as permitted hereunder. (d) All securities issued by Parent at the “Existing Loans”), (y) subject Closing shall be issued to the terms Stockholders pro rata in class, series and conditions amount in accordance with each Stockholder’s Commitment set forth in this AgreementExhibit A. In exchange for its Commitment, Borrower and each Stockholder shall receive the securities of the Lenders agree that Parent listed on the Restatement Effective Date but subject Exhibit A. (e) Prior to the satisfaction of the reallocation Closing, no Stockholder shall transfer, directly or indirectly, its securities issued by Parent or its obligations and rights under its Equity Commitment Letter, other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject than a transfer to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and one or more affiliates (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunderportfolio companies) agrees to purchase, on or as approved by the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving LoansRequisite Stockholders.

Commitments. Subject (a) From and including the date of this Agreement and prior to the terms and conditions set forth hereinFacility Termination Date, each Lender 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 (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thatseverally agrees, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to on the terms and conditions set forth in this Agreement, Borrower and to make loans (each of the Lenders agree that on the Restatement Effective Date but subject a "Facility A ---------- Loan") to the satisfaction Borrower from time to time in amounts not to exceed in the ---- aggregate at any one time outstanding the amount of the reallocation and other transactions described in its Commitment. The commitment of each Lender to make Facility A Loans pursuant to this Section 1.06------- 2.1 is referred to herein as its "Facility A Commitment". No Lender shall --- --------------------- be required to make any Facility A Loan if, after giving effect thereto, the Existing then aggregate outstanding principal amount of all Facility A Loans shall be reevidenced as Revolving and Facility B Loans under would exceed the Aggregate Commitment. Subject to the terms of this Agreement, the terms of Borrower may borrow, repay and reborrow at any time prior to the Existing Loans Facility Termination Date. The Facility A Commitments shall be restated in their entirety and shall be evidenced by this Agreementexpire on the Facility Termination Date. (b) Each Facility B Lender severally agrees, and (z) subject to on the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing to make loans (each a "Facility B ---------- Loan") to the Borrower from time to time in amounts not to exceed in the ---- aggregate at any one time outstanding such Facility B Lender's Facility B Commitment; provided that the Facility B Lenders shall not in any event be -------- obligated to make any Facility B Loan if, after giving effect thereto, (i) the sum of the outstanding principal amount of the Facility B Loans shall constitute Revolving would exceed the Aggregate Facility B Commitment, or (ii) the sum of the outstanding principal amount of the Facility A Loans hereunder) agrees to purchaseplus the outstanding principal amount of the Facility B Loans would exceed the Aggregate Commitment; and provided, on the Restatement Effective Date-------- further, from any that no Facility B Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and obligated to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage any Facility ------- B Loan if, after giving effect thereto, the sum of the aggregate Revolving outstanding principal amount of all Facility A Loans on the Restatement Effective Dateand Facility B Loans owing to such Facility B Lender would exceed its Commitment. Within the foregoing limits and subject Subject to the terms and conditions set forth hereinof this Agreement, the Borrower may borrow, prepay repay and reborrow Revolving LoansFacility B Loans at any time prior to the Facility Termination Date. The Facility B Commitments shall expire on the Facility Termination Date.

Commitments. Subject to the terms and conditions set forth ----------- herein, each relevant Lender agrees (a) to make a Tranche C-1 Incremental Term Loan in dollars to the Parent Borrower on the Amendment/Restatement Effective Date in a principal amount not exceeding its Tranche C-1 Incremental Commitment, (b) to make a Tranche C-2 Incremental Term Loan in dollars to the Parent Borrower in a single drawing during the Tranche C-2 Commitment Period in a principal amount not exceeding its Tranche C-2 Incremental Commitment, (c) to make Domestic Revolving Loans in dollars to the Parent Borrower in Dollars from time to time during the Domestic Revolving Availability Period in an aggregate principal amount that will not result in such Lender's Domestic Revolving Exposure exceeding such Lender's Domestic Revolving Commitment and (d) to make Global Revolving Loans in dollars or one or more Qualified Global Currencies (as specified in the Borrowing Requests with respect thereto) to any Borrower from time to time during the Global Revolving Availability Period in an aggregate principal amount that will not result in (ai) such Lender’s 's Global Revolving Credit Exposure exceeding such Lender’s 's Global Revolving Commitment or (bii) the sum aggregate outstanding principal amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving 's Canadian Dollar Loans hereunder to reflect at such time exceeding such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date's Canadian Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Parent Borrower may borrow, prepay and reborrow Domestic Revolving Loans and any Borrower may borrow, prepay and reborrow Global Revolving Loans. Amounts repaid in respect of Term Loans may not be reborrowed. All Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Amendment/Restatement Effective Date shall remain outstanding to the Parent Borrower in dollars hereunder on the terms set forth herein.

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Revolving Lender holding an Initial Revolving Credit Commitment severally agrees to make Initial Revolving Loans to the Borrower in Dollars dollars from time to time during the Initial Revolving Availability Period in an aggregate principal amount that will not result in (a) such Initial Revolving Lender’s aggregate Initial Revolving Loans exceeding such Initial Revolving Lender’s Initial Revolving Credit Commitment and (ii) each Extending Lender severally agrees to make Extended Revolving Loans to the Borrower in dollars from time to time during the applicable Revolving Availability Period in an aggregate principal amount that will not result in such Extending Lender’s aggregate Extended Revolving Loans exceeding such Extending Lender’s Extended Revolving Credit Commitment and (iii) each Incremental Revolving Lender severally agrees to make Incremental Revolving Loans to the Borrower in dollars from time to time during the applicable Revolving Availability Period in an aggregate principal amount that will not result in such Incremental Revolving Lender’s aggregate Incremental Revolving Loans exceeding such Incremental Revolving Lender’s Incremental Revolving Credit Commitment; provided, that after giving effect to the making of any Revolving Loans, in no event shall the Total Revolving Credit Exposure exceeding such Lender’s Commitment or (b) exceed the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth Commitments then in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Dateeffect. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Each Revolving Lender’s Revolving Credit Commitment shall expire on the applicable Revolving Facility Maturity Date, and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Credit Commitments shall be paid in full no later than such date. (b) Subject to the terms and conditions set forth herein (i) each Initial Term B Lender severally agrees to make Initial Term B Loans to the Borrower in dollars on the Effective Date in an amount not to exceed such Initial Term B Lender’s Initial Term B Loan Commitment, and (ii) each Incremental Term Loan Lender with an Incremental Term Loan Commitment agrees to make Incremental Term Loans to the Borrower in dollars on the relevant borrowing date or during the relevant availability period in an amount equal to such Lender’s applicable Incremental Term Loan Commitment. All such Term Loans shall be made on the applicable date by making immediately available funds available to the Administrative Agent’s designated account or to such other account or accounts as may be designated in writing to the Administrative Agent by the Borrower, not later than the time specified by the Administrative Agent. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein, in the 2019 Incremental Assumption Agreement and in the 2020 Incremental Assumption Agreement, (a) each Term Lender agrees to make a Term Loan to the Borrower on the Effective Date denominated in dollars in a principal amount not exceeding its Incremental Term Commitment, (b) each Revolving Lender agrees to make Revolving Loans to the Borrower denominated in Dollars dollars from time to time during the Revolving Availability Period in an aggregate principal amount that which will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or Revolving Commitment, (bc) each 2019 Incremental Effective Date Term Lender agrees to make 2019 Incremental Effective Date Term Loans in dollars on the sum of the total Revolving Credit Exposures exceeding the Aggregate 2019 Incremental Effective Date in an aggregate principal amount not to exceed its 2019 Incremental Effective Date Term Loan Commitment; provided that it is understood upon the borrowing of the 2019 Incremental Effective Date Term Loans, these shall have identical terms as, and agreed that, shall automatically be part of the same fungible Class as (x) prior to the Restatement Effective Date, certain revolving loans were previously made to and the Borrower under and the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (Administrative Agent shall make such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject modifications to the terms thereof as reasonably necessary to ensure such fungibility) the Initial Term Loans, (d) each 2019 Delayed Draw Incremental Term Lender agrees to make 2019 Delayed Draw Incremental Term Loans at any time during the 2019 Delayed Draw Availability Period in an aggregate amount not to exceed its 2019 Delayed Draw Incremental Term Loan Commitment; provided that upon the borrowing of the 2019 Delayed Draw Incremental Term Loans, these shall have identical terms as, and conditions set forth in this Agreement, shall automatically be part of the same fungible Class as (and the Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans Administrative Agent shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject make such modifications to the terms thereof as reasonably necessary to ensure such fungibility) the Initial Term Loans and conditions set forth herein, (e) each 2020 Incremental Effective Date Term Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing make 2020 Incremental Effective Date Term Loans in dollars on the 2020 Incremental Effective Date in an aggregate principal amount not less than to exceed its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on 2020 Incremental Effective Date Term Loan Commitment; provided that upon the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage borrowing of the aggregate Revolving Loans on 2020 Incremental Effective Date Term Loans, these shall have identical terms as, and shall automatically be part of the Restatement Effective Date. Within same fungible Class as (and the foregoing limits Borrower and subject the Administrative Agent shall make such modifications to the terms and conditions set forth herein, thereof as reasonably necessary to ensure such fungibility) the Initial Term Loans. The Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, each 2017 Lender agrees to make 2017 Revolving Loans to the each Borrower in Dollars or any Optional Currency other than Yen from time to time during the 2017 Availability Period in an aggregate principal amount that will not result in so long as, after giving effect thereto, (ai) such 2017 Lender’s 2017 Revolving Credit Exposure exceeding will not exceed such 2017 Lender’s Commitment or 2017 Commitment, and (bii) the sum of the total 2017 Revolving Credit Exposures exceeding will not exceed the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as sum total of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date2017 Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the each Borrower may borrow, prepay and reborrow 2017 Revolving Loans. The 2017 Revolving Loans made in Dollars may from time to time be Eurocurrency Loans or Alternate Base Rate Loans; the 2017 Revolving Loans made in Pounds may from time to time be Eurocurrency Loans or Pound Sterling Overnight Rate Loans; and the 2017 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. (b) Subject to the terms and conditions set forth herein, each 2016 Lender agrees to make 2016 Revolving Loans to each Borrower in Dollars or any Optional Currency other than Yen from time to time during the 2016 Availability Period so long as, after giving effect thereto, (i) such 2016 Lender’s 2016 Revolving Credit Exposure will not exceed such 2016 Lender’s 2016 Commitment, and (ii) the sum of the total 2016 Revolving Credit Exposures will not exceed the sum total of the 2016 Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow 2016 Revolving Loans. The 2016 Revolving Loans made in Dollars may from time to time be Eurocurrency Loans or Alternate Base Rate Loans; the 2016 Revolving Loans made in Pounds may from time to time be Eurocurrency Loans or Pound Sterling Overnight Rate Loans; and the 2016 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. (i) Subject to the terms and conditions set forth herein, the 2017 Yen Fronting Lenders agree to make 2017 Yen Loans, ratably in accordance with their 2017 Yen Commitments, to each Borrower from time to time during the 2017 Availability Period so long as, after giving effect thereto, (A) the aggregate principal amount of outstanding 2017 Yen Loans will not exceed the 2017 Yen Sublimit, (B) the sum of the total 2017 Revolving Credit Exposures will not exceed the sum total of the 2017 Commitments, (C) such 2017 Yen Fronting Lender’s 2017 Revolving Credit Exposure will not exceed such 2017 Yen Fronting Lender’s 2017 Commitment and (D) the aggregate principal amount of the outstanding 2017 Yen Loans made by any 2017 Yen Fronting Lender will not exceed such 2017 Yen Fronting Lender’s 2017 Yen Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow 2017 Yen Loans. The 2017 Yen Loans shall be TIBOR Loans. (ii) Subject to the terms and conditions set forth herein, the 2016 Yen Fronting Lenders agree to make 2016 Yen Loans, ratably in accordance with their 2016 Yen Commitments, to each Borrower from time to time during the 2016 Availability Period so long as, after giving effect thereto, (A) the aggregate principal amount of outstanding 2016 Yen Loans will not exceed the 2016 Yen Sublimit, (B) the sum of the total 2016 Revolving Credit Exposures will not exceed the sum total of the 2016 Commitments, (C) such 2016 Yen Fronting Lender’s 2016 Revolving Credit Exposure will not exceed such 2016 Yen Fronting Lender’s 2016 Commitment and (D) the aggregate principal amount of the outstanding 2016 Yen Loans made by any 2016 Yen Fronting Lender will not exceed such 2016 Yen Fronting Lender’s 2016 Yen Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow 2016 Yen Loans. The 2016 Yen Loans shall be TIBOR Loans. (iii) If any Event of Default shall occur and be continuing, any Yen Fronting Lender of either Class may by written notice to the Administrative Agent not later than 11:00 a.m., New York City time, on any Business Day require the Lenders of such Class to acquire participations on such Business Day in all or a portion of the Yen Loans of such Class outstanding. Such notice shall specify the aggregate amount of Yen Loans of such Class in which Lenders of such Class will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender of such Class, specifying in such notice such Lender’s Applicable Percentage of the Dollar Equivalent Amount of such Yen Loan or Loans of the applicable Class. Each Lender of the applicable Class hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the applicable Yen Fronting Lender, such Lender’s Applicable Percentage of such Yen Loan or Loans of such Class 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 of the relevant Class pro rata according to their Yen Exposures of such Class 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 Administrative Agent from the applicable Borrower (or other party on behalf of the applicable Borrower) in respect of such Loan after receipt by the applicable Yen Fronting Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Administrative Agent to the Lenders of the applicable Class that shall have made their payments pursuant to this paragraph and to the Yen Fronting Lenders of the relevant Class, 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, (A) the outstanding Yen Loans of the applicable Class in which the Lenders of the applicable Class 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 of either Class shall not have any obligation to acquire a participation in a Yen Loan of such Class 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 of such Class in writing, at least one Business Day prior to the time such Yen Loan was made, that such Event of Default has occurred and that such Lender will not acquire participations in Yen Loans of such Class made while such Event of Default is continuing.

Commitments. Subject to the terms and conditions set forth herein: (a) (i) each Continuing Term Lender agrees to continue its Existing Term Loans under the Previous Credit Agreement as Initial Term B Loans under this Agreement made to the Borrower on the Closing Date in a principal amount not to exceed its Initial Term B Loan Commitment and (ii) each Additional Term Lender agrees to make Initial Term B Loans to the Borrower on the Closing Date in an amount not to exceed such Additional Term Lender’s Initial Term B Loan Commitment. Following the making or continuation thereof, as applicable, on the Third Amendment Effective Date, the New 2022 Term Loans shall constitute Initial Term B Loans and Term B Loans, as applicable, in all respects. Following the making or continuation thereof, as applicable, on the Amendment Effective Date, the New Term Loans shall constitute Initial Term B Loans and Term B Loans, as applicable, in all respects. Following the making or continuation thereof, as applicable, on the Fourth Amendment Effective Date, the Repriced 2022 Term Loans shall constitute Initial Term B Loans and Term B Loans, as applicable, in all respects. Following the making or continuation thereof, as applicable, on the Fifth Amendment Effective Date, the Extended 2025 Term Loans shall constitute Initial Term B Loans and Term B Loans, as applicable, in all respects. Following the making or continuation thereof, as applicable, on the Sixth Amendment Effective Date, the Extended 2023 Revolving Loans shall constitute Revolving Facility Loans, as applicable, in all respects. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed; (b) each Lender agrees to make Revolving Facility Loans to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (ai) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Revolving Facility Commitment or (bii) the sum of Revolving Facility Credit Exposure exceeding the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateFacility Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans; (c) each Synthetic L/C Lender agrees to continue its Credit-Linked Deposit under the Previous Credit Agreement as Credit-Linked Deposit under this Agreement on the 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 to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts borrowed under this Section 2.01(d) and repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender Lender, severally and not jointly, agrees to make Revolving Loans Loans, denominated in dollars, to the any Borrower in Dollars from time to time during the Availability Period for the Facility Commitments in an aggregate principal amount that will not result in (ai) such Lender’s 's Revolving Credit Exposure exceeding such Lender’s 's Facility Commitment or (bii) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, total Facility Commitments. (xb) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject Subject to the terms and conditions set forth herein, each Designated Currency Lender severally and not jointly agrees to make Loans denominated in any Designated Currency to any Borrower from time to time during the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans Availability Period for the Designated Currency Commitments in an aggregate principal amount that, after giving effect to any requested Loan, will not less than its result in (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 Commitment, (ii) the aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans and Revolving Yen Loans exceeding $50,000,000, (iii) any Lender's Revolving Credit Exposure exceeding such Lender's Facility Commitment under this Agreementor (iv) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (c) Subject to the terms and conditions set forth herein, which Existing Loans shall constitute Revolving Loans hereunder) each Yen Lender agrees to purchasemake Loans denominated in Yen to any Borrower from time to time during the Availability Period for the Yen Commitments in an aggregate principal amount that, on after giving effect to any requested Loan, will not result in (i) the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage Dollar Equivalent of the aggregate principal amount of the Revolving Yen Loans on of any Yen Lender exceeding such Lender's Yen Commitment, (ii) the Restatement Effective Date. aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans and Revolving Yen Loans exceeding $50,000,000, (iii) any Lender's Revolving Credit Exposure exceeding such Lender's Facility Commitment or (iv) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (d) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Revolving Loans.

Commitments. Subject (a) From and including the Closing Date to but excluding the terms and conditions set forth hereinFacility Termination Date, each Lender 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 (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thatseverally agrees, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to on the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to make loans to the satisfaction of the reallocation Borrower (each such loan, a “Revolving Loan” and other transactions described in Section 1.06collectively, the Existing Loans shall be reevidenced as “Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans under requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the terms of Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Existing Loans shall be restated in their entirety Facility Termination Date. (b) From and shall be evidenced by this Agreementincluding the Closing Date to but excluding the Facility Termination Date, and (z) subject to each Lender severally agrees, on the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchaseparticipate in Facility LCs issued upon the request of the Borrower, on provided that after giving effect to the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause issuance of each such LenderFacility LC, such ▇▇▇▇▇▇’s outstanding Revolving Loans Outstanding Credit Exposure shall not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth hereinin Section 2.18. (c) From and including the Closing Date to but excluding the Facility Termination Date, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Outstanding Credit Exposure would exceed its Commitment at such time, provided that no Advance of Swingline Loans shall be made if, immediately after giving effect thereto, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in 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 Defaulting Lender arising from either the 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, prepay repay (including by means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Revolving Loans.Swingline Loans at any time prior to the Facility Termination Date,

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Term Lender severally agrees to make a Term Loan to the Borrowers denominated in Dollars on the Effective Date in a principal amount equal to its Effective Date Term Commitment, (ii) each Delayed Draw Term Lender severally agrees to make Delayed Draw Term Loans to the Borrowers from time to time after the Effective Date until the Delayed Draw Term Commitment Expiration Date in up to four (4) drawings denominated in Dollars in an aggregate principal amount equal to its Delayed Draw Term Commitment and (iii) each Revolving Lender agrees to make Revolving Loans to the Borrower Borrowers denominated in Dollars from time to time or an Alternative Currency during the Revolving Availability Period in an aggregate principal amount that which will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender▇▇▇▇▇▇’s Commitment Revolving Commitment. The Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Notwithstanding anything to the contrary in this Agreement, the Delayed Draw Term Loans (if and when funded) shall be added to and become a part of the Initial Term Loans, except with respect to rates of amortization, as provided in Section 2.10, shall have the same terms as the Initial Term Loans and the Initial Term Loans and the Delayed Draw Term Loans shall be treated as part of a single class of Initial Term Loans for all purposes, except that interest on the Delayed Draw Term Loans shall commence to accrue from the applicable funding date thereof. When such Delayed Draw Term Loans are funded, such Delayed Draw Term Loans will initially be of the same Type and will have the same Interest Period (and interest rate relating thereto) as the Term Loans outstanding immediately prior to the Borrowing of such Delayed Draw Term Loans (or, if there is more than one Type of Term Loan outstanding at such time (or more than one outstanding Interest Period applicable to Term Loans at such time)), such Delayed Draw Term Loans will initially be of the same Type and will have the same Interest Period as the outstanding Term Loans designated in the applicable Borrowing Request). (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject Subject to the terms and conditions set forth in this Agreementany Incremental Facility Amendment or Refinancing Amendment providing for, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06as applicable, the Existing making, exchange, renewal, replacement or refinancing of Term Loans shall be reevidenced as or Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth hereinLoans, each Term Lender or Revolving Lender party thereto severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing to, as applicable, make, exchange, renew, replace or refinance Term Loans in an amount not less than its Commitment under this Agreementor Revolving Loans, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchaseas applicable, on the Restatement Effective Date, from any Lender under date specified therein in an aggregate amount not to exceed the Existing Credit Agreement amount of such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Term Lender’s outstanding or Revolving Loans hereunder to reflect such Lender▇▇▇▇▇▇’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions Commitment as set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loanstherein.

Commitments. Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Loans in dollars to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10(a)) in (ai) such LenderL▇▇▇▇▇’s Revolving Credit Exposure exceeding such LenderL▇▇▇▇▇’s Revolving Commitment or (bii) the sum of the total Aggregate Revolving Credit Exposures Exposure exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. (a) Subject to the terms and conditions set forth herein, each Term Lender severally (and not jointly) agrees to make, or in the case of the Existing Term Loans, be deemed to make a Term Loan in dollars to the Borrower, on the Restatement Date, in a principal amount not to exceed the sum of such Lender’s (i) Term Commitment and (ii) pro rata portion of the Existing Term Loans. Amounts prepaid or repaid in respect of Term Loans may not be reborrowed. The Administrative Agent and the Lenders agree that the Term Loans outstanding immediately prior to the Restatement Date pursuant to the Existing Credit Agreement shall be deemed to have been prepaid in their entirety on the Restatement Date, and to the extent that such prepayment results in break funding costs under Section 2.16, the Lenders hereby agree to waive any reimbursement obligations of the Borrowers arising under Section 2.16 in connection herewith. The Administrative Agent and the Lenders further agree that the Revolving Commitments and outstanding Term Loans of certain of the Lenders shall be reallocated among such Lenders on the Restatement Date such that, as of the Restatement Date, the Revolving Commitments and outstanding Term Loans of each Lender shall be as set forth on the Commitment and Outstanding Term Loan Schedule. For the avoidance of doubt, (i) the Exiting Lenders shall no longer be a party to this Agreement, (ii) the Revolving Commitments and Term Loans of each Exiting Lender immediately prior to the effectiveness of this Agreement shall be reallocated among certain Lenders pursuant to the preceding sentence, (iii) no Exiting Lender shall have any other commitment or other obligation hereunder and (iv) each Exiting Lender shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under the Existing Credit Agreement.

Commitments. (a) Subject to the terms and conditions set forth herein, including, without limitation, Section 2.01(c) below, each Revolving Lender severally (and not jointly) agrees to make Revolving Loans in dollars to the Borrower in Dollars from time to time during the Availability Period for the Revolving Credit Facility in an aggregate principal amount that will not result in (aA) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or and (bB) the sum of Total Revolving Credit Exposure exceeding the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Upon the expiration of the Availability Period for the Revolving Facility, the commitments of the Revolving Lenders to make Revolving Loans shall irrevocably cease. (b) As of the Effective Date, there exist no Term Commitments. Subject to the terms and conditions set forth herein, including, without limitation, Section 2.01(c) below, if any Term Commitments are hereafter established, then, upon the establishment of such Term Commitments, each Term Lender severally (and not jointly) agrees to make Term Loans to the ​ Borrower from time to time during the Availability Period established for the Term Facility in an aggregate principal amount that will not result in (A) such Lender’s Term Loans exceeding such Lender’s Term Commitment and (B) the total amount of all Term Loans exceeding the total Term Commitments. Upon a Term Lender’s funding of any Term Loan, the Term Commitment of such Term Lender shall be immediately reduced by the principal amount of such Term Loan so funded. Amounts prepaid or repaid in respect of Term Loans may not be reborrowed. Upon the expiration of any Availability Period hereafter established for the Term Facility, the commitments of the Term Lenders to make Term Loans shall irrevocably cease. (c) Without limitation of the terms and conditions of Sections 2.01(a) and (b) above, no Lender shall have any obligation to fund any Loan and no Issuing Base shall have any obligation to issue any Letter of Credit pursuant to Section 2.06 below if, after the funding such Loan or the issuance of such Letter of Credit, the sum of the Total Revolving Credit Exposure and the total amount of all outstanding Term Loans would exceed the Net Borrowing Base then in effect.

Commitments. Subject to On the terms and subject to the conditions of this Agreement, the Lenders and the Issuer severally agree to make Credit Extensions as set forth herein, below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a Revolving Loan Commitment (referred to as a "Revolving Loan Lender") agrees that it will make loans (relative to make such Lender, its "Revolving Loans Loans") to the Borrower equal to such Lender's RL Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrower to be made on such day; and (b) the Swing Line Lender agrees that it will make loans (its "Swing Line Loans") to the Borrower equal to the principal amount of the Swing Line Loan requested by the Borrower to be made on such day. The Commitment of the Swing Line Lender described in Dollars this clause is herein referred to as its "Swing Line Loan Commitment". On the terms and subject to the conditions hereof, the Borrower may from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender's RL Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender's RL Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) the aggregate outstanding principal amount of all Swing Line Loans, together with all Letter of Credit Outstandings and the aggregate outstanding principal amount of all Revolving Loans, would exceed the Revolving Loan Commitment Amount.

Commitments. Subject to the terms and conditions set forth herein, : (a) each Dollar Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount (i) that will not result in (a) such Lender’s 's Revolving Dollar Credit Exposure exceeding such Lender’s 's Dollar Sub-Commitment or and (bii) that will not result in the sum of the total aggregate amount of the Revolving Credit Exposures of all of the Lenders plus the aggregate principal amount of all Pari Passu Debt then outstanding plus the aggregate principal amount (as defined in the definition of "Material Indebtedness" herein) of the obligations of the Borrower and its Subsidiaries under Hedging Agreements exceeding the Aggregate CommitmentConsolidated Borrowing Base; provided that it is understood and agreed that, and (xb) prior each Multicurrency Lender agrees to the Restatement Effective Date, certain revolving loans were previously made make Revolving Loans to the Borrower under in Dollars or one or more Approved Foreign Currencies from time to time during the Existing Availability Period in an aggregate principal amount (i) that will not result in such Lender's Revolving Multicurrency Credit Agreement which remain outstanding as Exposure exceeding such Lender's Multicurrency Sub-Commitment and (ii) that will not result in the sum of the Restatement Effective Date (such outstanding loans being hereinafter referred to as aggregate amount of the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each Revolving Credit Exposures of all of the Lenders agree that on plus the Restatement Effective Date but subject to aggregate principal amount of all Pari Passu Debt then outstanding plus the satisfaction aggregate principal amount (as defined in the definition of "Material Indebtedness" herein) of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms obligations of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to Borrower or any of its Subsidiaries under Hedging Agreements exceeding the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateConsolidated 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. In the event that any loans under the Existing Credit Agreement shall be outstanding on the Effective Date, then on the Effective Date the Borrower shall borrow Dollar Loans, and prepay Loans outstanding under the Existing Credit Agreement, in such amounts as shall be necessary so that the Dollar Loans are held hereunder pro rata in accordance with the respective Dollar Sub-Commitments of the Dollar Lenders. Any payments in respect of any Eurodollar Loans under the Existing Credit Agreement made to any Lender party to the Existing Credit Agreement that is received on any day other than the last day of the Interest Period relating thereto shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 of the Existing Credit Agreement.

Commitments. Subject to the terms and conditions set forth herein, each Lender 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 (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject Subject to the terms and conditions set forth in this Agreement, Borrower and each Lender having a Secured Facility Commitment agrees, from time to time during the Revolving Availability Period, to purchase participations in Secured Facility Letters of Credit, on a secured basis (the Lenders agree “Secured Facility”); provided that on no Secured Facility Letter of Credit shall at any time result in (i) such ▇▇▇▇▇▇’s Secured Facility Exposure exceeding the Restatement Effective Date but subject to the satisfaction lesser of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, (A) its Secured Facility Commitment and (zB) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on Collateral Value of the Restatement Effective DateEligible Collateral then held by the Administrative Agent, or (ii) the Total Outstanding Secured Facility Amount exceeding the lesser of (A) the Total Secured Facility Commitment then in effect and (B) the aggregate Collateral Value of the Eligible Collateral then held by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may request Secured Facility Letters of Credit. Loans shall not be available under the Secured Facility. (b) Subject to the terms and conditions set forth in this Agreement, each Lender having an Unsecured Facility Commitment agrees, from time to time during the Revolving Availability Period, to make Loans to the Borrowers and purchase participations in Unsecured Facility Letters of Credit, in each case on an unsecured basis (the “Unsecured Facility”); provided that no Loan and no Unsecured Facility Letter of Credit shall at any time result in (i) such ▇▇▇▇▇▇’s Unsecured Facility Exposure exceeding its Unsecured Facility Commitment or (ii) the Total Outstanding Unsecured Facility Amount exceeding the Total Unsecured Facility Commitment then in effect. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving LoansLoans and request Unsecured Facility Letters of Credit. (c) [Reserved]. (d) The Commitments of the Lenders under each of the Secured Facility and the Unsecured Facility are several, i.e., the failure of any Lender to perform its obligations under either Facility shall not relieve any other Lender of its obligations thereunder, and no Lender shall be responsible for any other Lender’s failure to perform its obligations hereunder.

Commitments. (a) Subject to the terms and conditions set forth herein, each Initial Term Lender severally, and not jointly, agrees to make Revolving Loans an Initial Term Loan to the Borrower on the Closing Date in Dollars from time to time during the Availability Period in an aggregate a principal amount that will not result to exceed its Initial Term Loan Commitment. Amounts paid or prepaid in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or respect of the Initial Term Loans may not be reborrowed. (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior Subject to the Restatement Effective Dateterms and conditions of this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, certain revolving loans were previously made 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 under Borrower, which Loans shall not exceed for any such Lender at the Existing Credit Agreement which remain outstanding time of any incurrence thereof the Additional Commitment of such Class of such Lender as of set forth in the Restatement Effective Date applicable Refinancing Amendment or Incremental Facility Amendment. (such outstanding loans being hereinafter referred c) Subject to as the “Existing Loans”), (y) subject to and upon the terms and conditions set forth in this Agreementthe First Amendment, each 2019 Replacement Term Lender severally, and not jointly, agrees to make a 2019 Replacement Term Loan to the Borrower and each of the Lenders agree that on the Restatement First Amendment Effective Date but subject in Dollars in a principal amount not to the satisfaction of the reallocation exceed its 2019 Replacement Term Loan Commitment. Subject to and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to upon the terms and conditions set forth hereinin the First Amendment, each 2019 Incremental Term Lender severally severally, and not jointly jointly, agrees to make a 2019 Incremental Term Loan to the reallocation and other transactions described Borrower on the First Amendment Effective Date in Section 1.06 and (other than any Lender holding Existing Loans Dollars in an a principal amount not less than to exceed its Commitment under this Agreement2019 Incremental Term Loan Commitment. Amounts paid or prepaid in respect of the 2019 Incremental Term Loans and 2019 Replacement Term Loans may not be reborrowed. For the avoidance of doubt, which Existing the 2019 Replacement Term Loans and 2019 Incremental Term Loans shall constitute Revolving Loans hereunder) agrees to purchaseconstitute, on the Restatement Effective Dateand shall be treated as, from any Lender a single Class of “2019 New Term Loans” and “Term Loans” under the Existing Credit Agreement such Existing Loans Loan Documents. (which, following such purchase, shall be Revolving Loans hereunderd) Subject to and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to upon the terms and conditions set forth hereinin the Second Amendment, each Initial Term B-2 Lender severally, and not jointly, agrees to make an Initial Term B-2 Loan to the Borrower on the Second Amendment Effective Date in Dollars in a principal amount not to exceed its Initial Term B-2 Loan Commitment. (e) Subject to and upon the terms and conditions set forth in the Third Amendment, each Additional Term B-2 Lender severally, and not jointly, agrees to make an Additional Term B-2 Loan to the Borrower on the Third Amendment Effective Date in Dollars in a principal amount not to exceed its Additional Term B-2 Loan Commitment. Each Additional Term B-2 Loan shall initially take the form of a pro rata increase in each outstanding Borrowing of Initial Term B-2 Loans on the Third Amendment Effective Date. (f) Amounts paid or prepaid in respect of the Term B-2 Loans may not be reborrowed. For the avoidance of doubt, (x) the Term B-2 Loans shall constitute, and shall be treated as, a separate Class of “Term Loans” from the “2019 New Term Loans” under the Loan Documents and (y) the Initial Term B-2 Loans and the Additional Term B-2 Loans shall constitute, and shall be treated as, forming parts of the same Class of “Term Loans” under the Loan Documents. (g) Subject to and upon the terms and conditions set forth in the Fourth Amendment, each Additional 2019 Incremental Term Lender severally, and not jointly, agrees to make an Additional 2019 New Term Loan to the Borrower on the Fourth Amendment Effective Date in Dollars in a principal amount not to exceed its Additional 2019 Incremental Term Loan Commitment. Each Additional 2019 New Term Loan shall initially take the form of a pro rata increase in each outstanding Borrowing of 2019 New Term Loans on the Fourth Amendment Effective Date. Amounts paid or prepaid in respect of the Additional 2019 New Term Loans may not be reborrowed. For the avoidance of doubt, the Additional 2019 New Term Loans shall constitute 2019 New Term Loans under the Loan Documents, and shall be treated as forming a single Class of Term Loans with the 2019 New Term Loans outstanding on the Fourth Amendment Effective Date immediately prior to giving effect to the Fourth Amendment. (h) Subject to and upon the terms and conditions set forth in the Fifth Amendment, each Replacement Term B-3 Lender severally, and not jointly, agrees to make a Replacement Term B-3 Loan to the Borrower on the Fifth Amendment Effective Date in Dollars in a principal amount not to exceed its Replacement Term B-3 Loan Commitment. Subject to and upon the terms and conditions set forth in the Fifth Amendment, each Incremental Term B-3 Lender severally, and not jointly, agrees to make an Incremental Term B-3 Loan to the Borrower on the Fifth Amendment Effective Date in Dollars in a principal amount not to exceed its Incremental Term B-3 Loan Commitment. Amounts paid or prepaid in respect of the Incremental Term B-3 Loans and Replacement Term B-3 Loans may borrownot be reborrowed. For the avoidance of doubt, prepay the Replacement Term B-3 Loans and reborrow Revolving the Incremental Term B-3 Loans shall constitute, and shall be treated as, a single Class of “Term B-3 Loans” and “Term Loans” under the Loan Documents. (i) Subject to and upon the terms and conditions set forth in the Sixth Amendment, each Term B-4 Lender severally, and not jointly, agrees to make aan Initial Term B-4 Loan to the Borrower on the Sixth Amendment Effective Date in Dollars in a principal amount not to exceed its Initial Term B-4 Loan Commitment. Amounts paid or prepaid in respect of the Term B-4 Loans may not be reborrowed. For the avoidance of doubt, the Term B-4 Loans shall constitute, and shall be treated as, a separate Class of “Term Loans” from the “2019 New Term Loans” and the “Term B-3 Loans” under the Loan Documents. (j) Subject to and upon the terms and conditions set forth in the Seventh Amendment, each Incremental Term B-4 Lender severally, and not jointly, agrees to make an Incremental Term B-4 Loan to the Borrower on the Seventh Amendment Effective Date in Dollars in a principal amount not to exceed its Incremental Term B-4 Loan Commitment. Each Incremental Term B-4 Loan shall initially take the form of a pro rata increase in each outstanding Borrowing of Initial Term B-4 Loans on the Seventh Amendment Effective Date. For the avoidance of doubt, the Incremental Term B-4 Loans shall constitute Term B-4 Loans under the Loan Documents, and shall be treated as forming a single Class of Term Loans with the Initial Term B-4 Loans outstanding on the Seventh Amendment Effective Date immediately prior to giving effect to the Seventh Amendment.

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Existing Term Lender has made a “Term Loan” (as defined in the Existing Credit Agreement) (such Term Loans, the “Existing Term Loans”) and such Existing Term Loans shall be deemed to be Term Loans hereunder. In connection with the continuation and funding of the 2018 New Term Loans on the 2018 Refinancing Amendment Effective Date and the provision of the Revolving Credit Commitments from and after the 2018 Refinancing Amendment Effective Date, all accrued and unpaid principal, interest, fees and other amounts owing under the Existing Credit Agreement immediately prior to the 2018 Refinancing Amendment Effective Date shall be paid, repaid or replaced, as the case may be, in full by the 2018 New Term Loans and Refinancing Revolving Commitments as provided on the 2018 Refinancing Amendment Effective Date, as the case may be. Following the making or continuation thereof, as applicable, on the 2018 Refinancing Amendment Effective Date, the 2018 New Term Loans shall constitute Initial Term Loans and Term Loans, as applicable, in all respects. Following the provision thereof on the 2018 Refinancing Amendment Effective Date, the Refinancing Revolving Commitments (as defined in the 2018 Refinancing Amendment) shall constitute Revolving Credit Commitments in all respects. (b) Subject to the terms and conditions hereof, each Lender severally agrees to make make, in Dollars and any Alternative Currency, revolving credit loans (“Revolving Loans Credit Loans”) to the Borrower in Dollars Borrowers from time to time during the Availability Revolving Credit Commitment Period in an aggregate principal amount that will not result in (a) at any one time outstanding the Dollar Equivalent of which, when added to such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or Percentage of the L/C Obligations then outstanding, does not exceed the lesser of (bi) the sum amount of such Le▇▇▇▇’s Revolving Credit Commitment and (ii) the amount equal to such Le▇▇▇▇’s Revolving Credit Percentage of the total Total Availability at such time. During the Revolving Credit Exposures exceeding Commitment Period the Aggregate Commitment; provided that it is understood Borrowers may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and agreed thatreborrowing, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to all in accordance with the terms and conditions set forth hereof. The Revolving Credit Loans may from time to time be Eurodollar Loans or, in this Agreementthe case of Revolving Credit Loans denominated in Dollars, Base Rate Loans as determined by the Borrower and each of the Lenders agree that on the Restatement Effective Date but subject notified to the satisfaction of the reallocation Administrative Agent in accordance with Sections 2.2 and other transactions described in Section 1.062.8, the Existing Loans provided that no Revolving Credit Loan shall be reevidenced made as a Eurodollar Loan after the day that is one month prior to the Revolving Credit Termination Date. Revolving Credit Loans under this Agreement, the terms of the Existing Loans denominated in any Alternative Currency shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Eurodollar Loans.