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 (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 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 (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) 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 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 Credit Exposure of any Lender would exceed its Commitment at such time or (z) the Aggregate Credit Exposure would exceed the aggregate Commitments or the Maximum Availability 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 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 and its Letter of Credit Exposure 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 Credit Exposure of any Lender would exceed its Commitment at such time or (z) the Aggregate Credit Exposure would exceed the aggregate Commitments or the Maximum Availability at such time, and provided further that the Swingline Lender shall not be required to 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 2.20(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, 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 LIBOR Market Index Rate.

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. (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. 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) 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. (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. 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. 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 (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. 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. 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 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 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 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 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. (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 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 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 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 herein, each New Money Term Lender severally agrees to make Revolving Initial Term Loans to the Borrower denominated in Dollars from time to time during on the Availability Period Effective Date in an aggregate principal amount that will equal to its Initial Term Loan Commitment. Amounts repaid or prepaid in respect of Initial Term Loans may not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or 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 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 Agreementherein, Borrower and after the Effective Date, each of the Lenders agree that on the Restatement Effective Date but subject Term Lender with a DDTL Term Loan Commitment severally agrees to make DDTL Term Loans to the satisfaction Borrower in an aggregate principal amount not to exceed such ▇▇▇▇▇▇’s DDTL Term Loan Commitment. Amounts repaid or prepaid in respect of the reallocation and other transactions described in Section 1.06, the Existing DDTL Term Loans shall may not 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 reborrowed. (zc) subject Subject to the terms and conditions set forth herein, each Rolled Term Lender’s pro rata portion of an aggregate principal amount of $35,000,000 of Existing Credit Facility Obligations will be deemed to have been made as a term loan by such Rolled Term Lender severally and borrowed by the Borrower hereunder on the Effective Date in an aggregate principal amount not to exceed $35,000,000, in accordance with the pro rata allocations set forth on Schedule 2.01 under the heading “Rolled Term Loan Allocation.” The deemed borrowing by the Borrower of the Rolled Term Loans shall entitle the Borrower to receive for cancellation an equivalent aggregate principal amount of existing obligations from each Rolled Term Lender and/or its Affiliates and/or its designees based upon such Rolled Term Lender’s Rolled Term Loan Allocation and shall not entitle the Borrower to receive cash or other considerations from any Rolled Term Lender and, notwithstanding that no such cash is exchanged, the Borrower shall owe the aggregate principal amount of the Rolled Term Loans to the Rolled Term Lenders under this Agreement 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 Agreement. Amounts repaid or prepaid in respect of the aggregate Revolving Rolled Term Loans may not be reborrowed. For the avoidance of doubt, Rolled Term Loans borrowed or deemed to be borrowed on the Restatement Effective Date shall bear interest in accordance with Section 2.13 from the 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. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower herein set forth hereinforth, each Lender agrees severally agrees, subject to make the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to the be outstanding from time to time, to lend to Borrower in Dollars from time to time during the Availability Period period from the Closing Date to but excluding the Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Revolving Loan Commitments, in each case to be used for the purposes identified in subsection 2.5. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Revolving Loan Commitments is $8,000,000; PROVIDED that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and PROVIDED, FURTHER that the amount of the Revolving Loan Commitments shall be reduced from time to time pursuant to the terms of this Agreement. In no event shall Borrower request, and no Lender shall be required to make, any Revolving Loans in an aggregate principal amount greater than that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) approved by the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior Bankruptcy Court pursuant to the Restatement Effective DateInterim Order or, certain revolving loans were previously made when applicable, the Final Order. Each Lender's Revolving Loan Commitment shall expire on the Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Borrower Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A may be repaid and reborrowed to but excluding the Existing Credit Commitment Termination Date. Anything contained in this Agreement which remain outstanding as of to the Restatement Effective Date (such outstanding loans being hereinafter referred to as contrary notwithstanding, the “Existing Loans”), (y) Revolving Loans and the Revolving Loan Commitments shall be subject to the terms and conditions set forth limitations that in this Agreement, Borrower and each no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described Revolving Loan Commitments then 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 Loanseffect.

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. 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 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 aan 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 borrownot be reborrowed. For the avoidance of doubt, prepay (x) the Term B-2 Loans shall constitute, and reborrow Revolving 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.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the any Borrower in Dollars any Currency from time to time during the Availability Period in an aggregate principal amount Period; provided, that will not no Borrowing shall be made hereunder that would result in (ai) the Revolving Credit Exposure of such Lender exceeding (or further exceeding) such Lender’s 's Revolving Credit Exposure exceeding such Lender’s Commitment Commitment, or (bii) the sum of the Revolving Credit Exposure and the total of all Competitive Loan Exposures exceeding (or further 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 Commitments. Each Revolving Borrowing shall be 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 on a pro rata basis by 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 based upon 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 respective Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DatePercentages. Within the foregoing limits and subject to the terms and conditions set forth herein, the any Borrower may borrow, prepay and reborrow Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Lender agrees to make Term Loans during the Transition Period in the amounts and Currencies, and to the Borrowers, set forth in Paragraph 2 of Schedule 2.01; provided, that no Borrowing of Term Loans shall be made hereunder that would result in (i) the Term Loan Exposure of such Lender exceeding (or further exceeding) such Lender's Term Loan Commitment, or (ii) any Borrower receiving a Term Loan Borrowing greater in amount or comprised of a different Currency than is set forth for such Borrower in Paragraph 2b of Schedule 2.01, or (iii) the U.S. Dollar Equivalent of the aggregate principal (i) No Affiliate Borrower shall have the right to borrow any Revolving Loan, Swingline Loan or Competitive Loan that would cause the sum of the portions of the total Revolving Credit Exposure and the total Competitive Loan Exposures outstanding to such Borrower to exceed such Borrower's Revolving Credit Sublimit. (ii) In addition, no Affiliate Borrower shall have the right to borrow any Revolving Loan, Swingline Loan or Competitive Loan that would cause the sum of the portions of the total Revolving Credit Exposure and the total Competitive Loan Exposures outstanding to the "family" of which such Borrower is a member to exceed the Revolving Credit Sublimit of the "parent" of such "family". For purposes of this clause (ii) the Affiliate Borrower "families" are as follows: Parent Other Members ▇▇▇▇▇▇▇ Germany (Holdings) GmbH ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ GmbH & Co. ▇▇▇▇▇▇▇ Maschinenfabrik GmbH ▇▇▇▇▇▇▇-▇▇▇▇▇ Maschinen und Werkzeuge GmbH GW Acquisition Corp. American Pfauter ▇.▇. ▇▇▇▇▇▇▇-▇▇▇▇ Cutting Tools Limited Partnership ▇▇▇▇▇▇▇ Works (Holdings) ▇▇▇▇▇▇▇ Works Limited Limited (iii) For purposes of Clauses (i) and (ii) above, if, at any time, the proceeds of any Loans are advanced, loaned or contributed as equity to any Affiliate Borrower by any other Borrower, either directly or through an Other Subsidiary, and such proceeds have not been repaid or returned by such Affiliate Borrower, such Affiliate Borrower's unused Revolving Credit Sublimit shall be deemed reduced, and the portion of the Revolving Credit Exposure outstanding to such Affiliate Borrower's "family" will be deemed to be increased, by the amount that has not been repaid or returned, as if such Affiliate Borrower had borrowed a Revolving Loan in that amount directly from the Lenders.

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 Revolving Commitment. (bd) 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 AgreementSection 4.03 and Section 2.23, effective as of the Escrow Assumption Date, the Borrower hereby assumes all obligations of the Escrow Borrower with respect to the Escrow Term Loans outstanding under the Escrow Term Loan Credit Agreement on the Escrow Assumption Date and each of such Escrow Term Loan shall thereafter be deemed to be outstanding under this Agreement as a New Term Loan. If the Lenders agree that Escrow Assumption Date occurs, the New Term Loans assumed on the Restatement Effective Escrow Assumption Date but subject to shall initially take the satisfaction form of the reallocation and other transactions described a pro rata increase in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms each then outstanding Borrowing 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 New Term Loans on the Restatement Effective Escrow Assumption 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. (a) Subject to the terms and conditions set forth herein, each Facility A Lender agrees to make Revolving Loans to the Borrower in US Dollars from time to time during the Availability Period to MTS in an aggregate principal amount that will not result in (ai) such Lender’s Revolving Credit 's Facility A Exposure exceeding such Lender’s 's Facility A Commitment or (bii) the sum of the total Revolving Credit Facility A Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, total Facility A 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 Facility B Lender severally and not jointly agrees to make Loans from time to time during the reallocation and other transactions described Availability Period to TRKK in Section 1.06 and (other than any Lender holding Existing Loans Yen, in an aggregate principal amount that will 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 result in such Lender’s outstanding Revolving Loans hereunder to reflect 's Facility B Exposure exceeding such Lender’s Applicable Percentage 's Facility B Commitment or the sum of the aggregate Revolving Loans on total Facility B Exposures exceeding the Restatement Effective Date. total Facility B Commitments. (c) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Revolving Loans. (d) In the event that any Facility B Lenders have not made Loans under the Existing Credit Agreement to repay Facility B Swingline Loans (as defined under the Existing Credit Agreement) outstanding on the Effective Date, such Facility B Lenders will make Loans under Facility B in an amount equal to such outstanding Facility B Swingline Loans, the proceeds of which shall be applied to repay the Facility B Swingline Loans. The application of such proceeds shall be deemed to satisfy the obligations of such Facility B Lenders under Sections 2.05B(c) and 9.03(c) of the Existing Credit Agreement, which obligations shall continue in effect until such time as the Facility B Swingline Loans have been paid in full.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Facility Loans denominated in Dollars of a Class 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 of such Class exceeding such Lender’s Revolving Facility Commitment of such Class or (bii) the sum Revolving Facility Credit Exposure of such Class 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 Facility Commitments 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 DateClass. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow amounts under the Revolving Facility Loans. (b) Each Revolving Facility Commitment outstanding immediately prior to the 2020 Incremental Effective Date that is held by a person that does not execute and deliver the 2020 Incremental Assumption Agreement as an “Extending Lender” (each such Person, a “Non-Extended Revolving Facility Lender”) shall continue to be outstanding under this Agreement from and after the 2020 Incremental Effective Date as a Non-Extended Revolving Facility Commitment. Each Revolving Facility Commitment outstanding immediately prior to the 2020 Incremental Effective Date that is held by a Person that executes and delivers the 2020 Incremental Assumption Agreement as an “Extending Lender” shall continue to be outstanding under this Agreement from and after the 2020 Incremental Effective Date as a 2020 Extended Revolving Facility Commitment. Any Revolving Facility Loans outstanding on the 2020 Incremental Effective Date that are held by Non-Extended Revolving Lenders shall be deemed to be Non-Extended Revolving Facility Loans, and any Revolving Facility Loans outstanding on the 2020 Incremental Effective Date that are held by 2020 Extended Revolving Facility Lenders shall be deemed to be 2020 Extended Revolving Facility Loans. Any Revolving Facility Loans made on or after the 2020 Incremental Effective Date shall be made ratably in accordance with the Revolving Facility Percentage of each Lender (and, for the avoidance of doubt, shall be made ratably among all Revolving Facility Commitments). For the avoidance of doubt, (i) all Borrowings of Revolving Facility Loans at any time prior to the date that is five (5) Business Days prior to the Revolving Facility Maturity Date of the Non-Extended Revolving Loans shall be made, and deemed to be made, ratably among the Non-Extended Revolving Lenders and the 2020 Extended Revolving Facility Lenders, and (ii) all Borrowings of Revolving Facility Loans prior to the Revolving Facility Maturity Date of the 2020 Extended Revolving Facility Loans but on or after the date that is five (5) Business Days prior to the Revolving Facility Maturity Date of the Non-Extended Revolving Loans shall be made, and deemed to be made, ratably among the 2020 Extended Revolving Facility Lenders. Revolving Facility Loans that were Eurocurrency Loans immediately prior to the 2020 Incremental Effective Date shall initially be Eurocurrency Loans with an initial Interest Period equal to the then remaining Interest Period for such Revolving Facility Loans. Revolving Facility Loans that were ABR Loans on the 2020 Incremental Effective Date shall initially be ABR Loans.

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 during the Initial Term B Availability Period 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. The full amount of the Initial Term B Loan Commitments may be drawn in three separate drawings during the Initial Term B Availability Period. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. On each date of incurrence of any Initial Term B Loans (and after giving effect to the incurrence thereof), the Initial Term B Loan Commitment of each Initial Term B Lender shall be reduced by the aggregate principal amount of the Initial Term B Loan made by such Initial Term B Lender on such date. In addition, on the last day of the Initial Term B Availability Period (after giving effect to any incurrence of Initial Term B Loans on such day), the Initial Term B Loan Commitment of each Initial Term B Lender shall terminate (to the extent not theretofore terminated).

Commitments. (a) (i)(a)(1) Subject to the terms and conditions set forth herein, each USD Term Lender agrees on the Closing Date severally, and not jointly, agreed to make Revolving Loans term loans to the Lead Borrower on the Closing Date in U.S. Dollars from time to time during the Availability Period in an aggregate a 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, to exceed (x) prior to its USD Term Commitment on the Restatement Effective Date, certain revolving Closing Date minus (y) the amount of term loans were previously made to the Lead Borrower under on the Closing Date in U.S. Dollars by certain Existing Credit Agreement which remain outstanding as of Term Loan Lenders pursuant to the Restatement Effective Date Cashless Settlement Letter (such outstanding term loans being hereinafter referred to as made by such USD Term Lender and such Existing Term Loan Lenders, the “Existing Original USD Term Loans”), (y2) subject on the First Amendment Effective Date, (x) each New 2016 Replacement USD Term Loan Lender severally, and not jointly, agrees to make, on the terms and conditions set forth in the First Amendment and in reliance upon the representations and warranties set forth in the First Amendment, New 2016 Replacement USD Term Loans on the First Amendment Effective Date to the Lead Borrower in an amount equal to the 2016 Replacement USD Term Commitment of such New 2016 Replacement USD Term Loan Lender (and the Lead Borrower hereby agrees to apply the proceeds of such New 2016 Replacement USD Term Loans to refinance the Original Refinanced USD Term Loans in accordance with the First Amendment) and (y) each 2016 Converting Lender agrees severally, and not jointly, that, pursuant to the 2016 USD Term Loan Conversion as set forth in the First Amendment, without any further action by any party to this Agreement, Borrower a portion of such 2016 Converting Lender’s Original Refinanced USD Term Loans equal to such 2016 Converting Lender’s 2016 Replacement USD Term Loan Conversion Amount shall automatically be converted into 2016 Replacement USD Term Loans in a like principal amount in accordance with the terms and each conditions of the Lenders agree that First Amendment (such term loans made on the Restatement First Amendment Effective Date but subject by the New 2016 Replacement USD Term Loan Lenders and the 2016 Converting Lenders, the “New USD Term Loans”), (3) on the Third Amendment Effective Date, (x) each New 2017 Replacement USD Term Loan Lender severally, and not jointly, agrees to make, on the terms and conditions set forth in the Third Amendment and in reliance upon the representations and warranties set forth in the Third Amendment, New 2017 Replacement USD Term Loans on the Third Amendment Effective Date to the satisfaction Lead Borrower in an amount equal to the 2017 Replacement USD Term Commitment of such New 2017 Replacement USD Term Loan Lender (and the reallocation Lead Borrower hereby agrees to apply the proceeds of such New 2017 Replacement USD Term Loans to refinance the 2017 Refinanced USD Term Loans in accordance with the Third Amendment) and other transactions described (y) each 2017 Converting Lender agrees severally, and not jointly, that, pursuant to the 2017 USD Term Loan Conversion as set forth in Section 1.06the Third Amendment, the Existing Loans shall be reevidenced as Revolving Loans under without any further action by any party to this Agreement, a portion of such 2017 Converting Lender’s 2017 Refinanced USD Term Loans equal to such 2017 Converting Lender’s 2017 Replacement USD Term Loan Conversion Amount shall automatically be converted into 2017 Replacement USD Term Loans in a like principal amount in accordance with the terms and conditions of the Existing Loans shall be restated in their entirety Third Amendment (such term loans made on the Third Amendment Effective Date by the New 2017 Replacement USD Term Loan Lenders and shall be evidenced by this Agreementthe 2017 Converting Lenders, the “2017 New USD Term Loans”) and (4) on the Fourth Amendment Effective Date, each 2017 Incremental USD Term Loan Lender severally, and not jointly, agrees to make, on the terms and conditions set forth in the Fourth Amendment and in reliance upon the representations and warranties set forth in the Fourth Amendment, 2017 Incremental USD Term Loans on the Fourth Amendment Effective Date to the Lead Borrower in an amount equal to the 2017 Replacement USD Term Commitment of such New 2017 Replacement USD Term Loan Lender (zsuch term loans made on the Fourth Amendment Effective Date by the 2017 Incremental USD Term Loan Lenders and, the “2017 Incremental USD Term Loans” and, together with the Original USD Term Loans, the New USD Term Loans and the 2017 New USD Term Loans, the “USD Term Loans”), (b) subject to the terms and conditions set forth herein, each Euro Term Lender severally on the Closing Date severally, and not jointly agrees jointly, agreed to make term loans to the reallocation and other transactions described Lead Borrower on the Closing Date in Section 1.06 Euros in a principal amount not to exceed its Euro Term Commitment on the Closing Date (such term loans made by the Euro Term Lender, the “Euro Term Loans”), 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 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 and subject to the terms and conditions set forth herein, each CAD Term Lender on the Closing Date severally, and not jointly, agreed to make term loans to the Lead Borrower on the Closing Date in Canadian Dollars in a principal amount not to exceed its CAD Term Commitment on the Closing Date (the “CAD Term Loans”) and (ii) subject to the terms and conditions set forth herein, (x) each Dollar Revolving Lender severally, and not jointly, agrees to make Dollar Revolving Loans denominated in U.S. Dollars to the Revolving Facility Borrowers in U.S. Dollars at any time and from time to time on and after the Closing Date, and until the earlier of the Dollar Revolving Credit Maturity Date and the termination of the Dollar Revolving Credit Commitment of such Dollar Revolving Lender in accordance with the terms hereof; provided that after giving effect to any Borrowing of Dollar Revolving Loans, the Outstanding Amount of such Lender’s Dollar Revolving Credit Exposure shall not exceed such Lender’s Dollar Revolving Credit Commitment and (y, (y) each 2020 Dollar Revolving Lender severally, and not jointly, agrees to make 2020 Dollar Revolving Loans denominated in U.S. Dollars to the Revolving Facility Borrowers in U.S. Dollars at any time and from time to time on and after the Closing Date, and until the earlier of the 2020 Dollar Revolving Credit Maturity Date and the termination of the 2020 Dollar Revolving Credit Commitment of such 2020 Dollar Revolving Lender in accordance with the terms hereof; provided that after giving effect to any Borrowing of 2020 Dollar Revolving Loans, the Outstanding Amount of such Lender’s 2020 Dollar Revolving Credit Exposure shall not exceed such Lender’s 2020 Dollar Revolving Credit Commitment and (z) each Multicurrency Revolving Lender severally, and not jointly, agrees to make Multicurrency Revolving Loans denominated in U.S. Dollars or Alternative Currencies to the Revolving Facility Borrowers in U.S. Dollars or Alternative Currencies at any time and from time to time on and after the Closing Date, and until the earlier of the Multicurrency Revolving Credit Maturity Date and the termination of the Multicurrency Revolving Credit Commitment of such Multicurrency Revolving Lender in accordance with the terms hereof; provided that after giving effect to any Borrowing of Multicurrency Revolving Loans, the Dollar Equivalent of the Outstanding Amount of such Lender’s Multicurrency Revolving Credit Exposure shall not exceed the Dollar Equivalent of such Lender’s Multicurrency Revolving Credit Commitment. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, the Revolving Facility Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Term Loans may not be reborrowed. Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make available an Ancillary Facility to any Revolving Facility Borrower in place of all or part of its Multicurrency Revolving Credit Commitment. (b) Subject to the terms and conditions of this Agreement, each Lender and each Additional Lender with an Additional Term Commitment for a given Class of Incremental Term Loans severally, and not jointly, agrees to make Incremental Term Loans to the Lead Borrower or any Additional Term Borrower, which Incremental Term Loans shall not exceed for any such Lender or Additional Lender at the time of any incurrence thereof, the Additional Term Commitment of such Lender or Additional Lender for such Class on the respective Incremental Term Loan Borrowing Date. Notwithstanding the foregoing, if the applicable Additional Term Commitment in respect of any Incremental Term Loan Borrowing Date is not drawn on such Incremental Term Loan Borrowing Date, the undrawn amount shall automatically be cancelled. Amounts repaid or prepaid in respect of such Incremental Term Loans may not be reborrowed. (c) Subject to the terms and conditions of this Agreement, each Lender and each Additional Lender with an Additional Revolving Commitment for a given Class of Incremental Revolving Loans severally, and not jointly, agrees to make Incremental Revolving Loans to any Revolving Facility Borrower at any time and from time to time on and after the initial incurrence thereof, and until the earlier of the maturity thereof and the termination of the Additional Revolving Commitment of such in accordance with the terms hereof; provided that after giving effect to any Borrowing of Incremental Revolving Loans, the Outstanding Amount of such Lender’s Revolving Credit Exposure in respect of Additional Revolving Loans shall not exceed such Lender’s Additional Revolving Commitment in respect of Additional Revolving Loans.

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 's Revolving Credit Exposure exceeding such Lender’s '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 "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 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 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 as of the time of determination and (other than any ii) the Working Capital Revolving Sub-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 Revolving Loans hereunder Credit Exposure as of the time of determination exceeds (B) the amount equal to reflect such Lender’s Applicable Percentage of the aggregate 's Commitment minus such Lender's Working Capital Revolving Loans on the Restatement Effective Date. 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.

Commitments. Prior to the Effective Date, certain 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 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 Loans shall be reevidenced as Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. 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 (ai) 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 (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. The Company shall ensure that no Loan to Scotts Treasury EEIG may remain outstanding for more than 11.5 months and, after any such Loan is repaid, there shall be a period of at least two weeks during which Scotts Treasury EEIG has no Loan or other amount outstanding under any Loan Document; provided that the Company may deliver a notice to the Administrative Agent at any time directing that the restriction in this Section 2.01 shall cease to apply with respect to such Loan or such period as are mentioned in any such notice.

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 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. Within ; (b) on the foregoing limits and subject Term A-1 Commitment Effective Date, the Term A-1 Lenders party to the terms and conditions set forth hereinExisting Credit Agreement advanced (on a several, not joint, basis) to the Borrower may borrowa Term A-1 Loan in an aggregate principal amount of $250,000,000 (which, prepay and reborrow Revolving Loans.immediately prior to the Restatement Effective 45

Commitments. Subject to the terms and conditions set forth herein, : (a) each Lender having a Term A-1 Loan Commitment on the Restatement Date severally agrees to make Revolving Term A-1 Loans to Products on the Restatement Date in a principal amount not to exceed its Term A-1 Loan Commitment; (b) each Lender having a Term A-2 Loan Commitment on the Restatement Date severally agrees to make Term A-2 Loans to Performance Fibers on the Restatement Date in a principal amount not to exceed its Term A-2 Loan Commitment; (c) each Lender having an Incremental Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower in Dollars an aggregate principal amount not to exceed its Incremental Commitment; and (d) (x) each USD Revolving Facility Lender severally agrees to make USD Revolving Facility Loans to the applicable Revolving Facility Borrower from time to time on any Business Day during the Availability Period in an aggregate principal amount that will not result in (a) to exceed at any time outstanding the amount of such Lender’s USD Revolving Facility Commitment, provided, however, that after giving effect to any USD Revolving Facility Borrowing, (i) the USD Revolving Facility Credit Exposure exceeding shall not exceed the USD Revolving Facility Commitments and (ii) the USD Revolving Facility Credit Exposure of any USD Revolving Facility Lender shall not exceed such Lender’s Commitment or (b) the sum of the total USD Revolving Credit Exposures exceeding the Aggregate Facility 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) each Multicurrency Revolving Facility Lender severally agrees to make Multicurrency Revolving Facility Loans to the applicable Revolving Facility Borrower from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Multicurrency Revolving Facility Commitment, which Multicurrency Revolving Facility Loans (other than Base Rate Loans) may at the election of the applicable Revolving Facility Borrower be denominated in Dollars or a Foreign Currency, provided, however, that after giving effect to any Multicurrency Revolving Facility Borrowing, (i) the Multicurrency Revolving Facility Credit Exposure shall not exceed the Multicurrency Revolving Facility Commitments and (ii) the Multicurrency Revolving Facility Credit Exposure of any Multicurrency Revolving Facility Lender shall not exceed such Lender’s Multicurrency Revolving Facility Commitment. Within the limits of each Lender’s USD Revolving Facility Commitment or Multicurrency Revolving Facility Commitment, as applicable, and subject to the other 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 1.06hereof, the Existing Loans shall be reevidenced as Revolving Loans Facility Borrowers may borrow under this AgreementSection 2.01(d), prepay under Section 2.11 and reborrow under this Section 2.01(d); provided, further, 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 Facility Borrowers may only borrow 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 Facility Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth hereinDate in an aggregate principal amount not in excess of $50,000,000 (excluding any Letters of Credit outstanding on such date) (any such borrowing, the Borrower “Initial Revolver Draw”). (e) Amounts repaid or prepaid in respect of Term A-1 Loans or Term A-2 Loans may borrow, prepay and reborrow Revolving Loansnot be reborrowed.

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 during the Initial Term B Availability Period 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. The full amount of the Initial Term B Loan Commitments may be drawn in three separate drawings during the Initial Term B Availability Period. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. On each date of incurrence of any Initial Term B Loans (and after giving effect to the incurrence thereof), the Initial Term B Loan Commitment of each Initial Term B Lender shall be reduced by the aggregate principal amount of the Initial Term B Loan made by such Initial Term B Lender on such date. In addition, on the last day of the Initial Term B Availability Period (after giving effect to any incurrence of Initial Term B Loans on such day), the Initial Term B Loan Commitment of each Initial Term B Lender shall terminate (to the extent not theretofore terminated).

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 CommitmentBorrowing 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 DateBorrowing 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 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 extent 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 “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 Revolving Loans”), (y) subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Restatement Effective Date Date, but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Revolving Loans shall be reevidenced re-evidenced as Revolving Loans of a particular Class under this Agreement, Agreement and the terms of the Existing Revolving 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, : (a) each 2020 Dollar Tranche 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 hereunderjointly) 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 2020 Dollar Tranche Revolving Loans to the Borrower as is necessary in Dollars from time to cause each time during the 2020 Availability Period in an aggregate principal amount that will not result in (i) such Lender’s outstanding 2020 Dollar Tranche Revolving Loans hereunder to reflect Credit Exposure exceeding such Lender’s Applicable Percentage 2020 Dollar Tranche Commitment, (ii) the total 2020 Dollar Tranche Revolving Credit Exposures exceeding the aggregate 2020 Dollar Tranche Commitments, (iii) the sum of the total 2020 Dollar Tranche Revolving Credit Exposures plus the total 2023 Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments or (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments; (b) each 2023 Dollar Tranche Lender (severally and not jointly) agrees to make 2023 Dollar Tranche Revolving Loans on to the Restatement Effective DateBorrower in Dollars from time to time during the 2023 Availability Period in an aggregate principal amount that will not result in (i) such Lender’s 2023 Dollar Tranche Revolving Credit Exposure exceeding such Lender’s 2023 Dollar Tranche Commitment, (ii) the total 2023 Dollar Tranche Revolving Credit Exposures exceeding the aggregate 2023 Dollar Tranche Commitments, (iii) the sum of the total 2020 Dollar Tranche Revolving Credit Exposures plus the total 2023 Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments or (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments; (c) each 2020 Multicurrency Tranche Lender (severally and not jointly) agrees to make 2020 Multicurrency Tranche Revolving Loans to the Borrower in Agreed Currencies from time to time during the 2020 Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s 2020 Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s 2020 Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total 2020 Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate 2020 Multicurrency Tranche Commitments, (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total 2020 Multicurrency Tranche Revolving Credit Exposures plus the total 2023 Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments, (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (v) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Multicurrency Tranche Revolving Loans and Multicurrency Tranche LC Exposure, in each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit; and (d) each 2023 Multicurrency Tranche Lender (severally and not jointly) agrees to make 2023 Multicurrency Tranche Revolving Loans to the Borrower in Agreed Currencies from time to time during the 2023 Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s 2023 Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s 2023 Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total 2023 Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate 2023 Multicurrency Tranche Commitments, (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total 2020 Multicurrency Tranche Revolving Credit Exposures plus the total 2023 Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments, (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (v) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Multicurrency Tranche Revolving Loans and Multicurrency Tranche LC Exposure, in each case denominated in Foreign Currencies, exceeding the Foreign 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. 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, (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 hereinherein and in the Effectiveness Agreement, each Lender agrees (a) to consummate the transactions with respect to Tranche A Term Loans contemplated by the Effectiveness Agreement to be consummated by it on the Effectiveness Date and to hold after giving effect thereto a Tranche A Term Loan to the Company on the Effectiveness Date in a principal amount not exceeding its Tranche A Term Loan Commitment, (b) to make a Tranche B Term Loan to the Company on the Effectiveness Date in a principal amount not exceeding its Tranche B Term Loan Commitment and (c) to consummate the transactions with respect to Revolving Loans contemplated by the Effectiveness Agreement to be consummated by it on the Effectiveness Date and to hold after giving effect thereto Revolving Loans to the Company in an aggregate amount equal to its Applicable Percentage of the Revolving Loans outstanding on the Effectiveness Date and thereafter to make Revolving Loans to the Borrower in Dollars Borrowers from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (ai) such Lender’s 's Revolving Credit Exposure exceeding such Lender’s 's Revolving Commitment or (bii) the sum of the total Revolving Credit Exposures and the Lender LC 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 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 Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Term Loans may not be reborrowed.

Commitments. Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein, (a) each Term Lender agrees, severally and not jointly, that all of its Term Loans under and as defined in the Second Restated Credit Agreement and outstanding on the Third Restatement Date shall be continued (but not re-evidenced) as Term B Loans hereunder, which shall be Extended Maturity Term Loans with respect to each Term Lender agrees that so indicated on its signature page to make the Third Amendment Agreement and which shall be Original Maturity Term Loans with respect to all other Term Lenders; (b) each Revolving Credit Lender agrees, severally and not jointly, to fund Revolving Loans to the Borrower in Dollars Borrower, at any time and from time to time during after the Availability Period Third Restatement Date and until the earlier of the Revolving Credit Maturity Date with respect to the Revolving Credit Commitment of such Revolving Credit Lender 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 the Aggregate Commitment; provided and (c) each Funded L/C Lender agrees, severally and not jointly, that it is understood all of its Credit-Linked Deposits under the Second Restated Credit Agreement and agreed that, (x) prior outstanding on the Third Restatement Date shall be converted into and deemed to the Restatement Effective Date, certain revolving loans were previously be Term Loans made to the Borrower under hereunder on the Existing Credit Agreement which remain outstanding as of Third Restatement Date to be contributed by the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject Borrower to the terms Funded L/C SPV pursuant to the Funded L/C SPV Equity Contribution and conditions to be deposited by the Funded L/C SPV in the Funded L/C Collateral Accounts on the Third Restatement Date, and that such Credit-Linked Deposits shall be Extended Maturity Credit-Linked Deposits with respect to each Funded L/C Lender that so indicated on its signature page to the Third Amendment Agreement and shall be Original Maturity Credit Linked Deposits with respect to all other Funded L/C Lenders. Within the 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 clause (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 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 (including Credit-Linked Deposits) may not be reborrowed.

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 '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 that, total General Revolving 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, 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 Sub-Commitment, (ii) the sum of the total Working Capital Revolving Loans exceeding the total Working Capital Revolving Sub-Commitments, or (iii) the sum of the total Revolving Credit Exposure exceeding the total General Revolving Commitments. (c) The Working Capital Revolving Sub-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 Sub-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 Sub-Commitment. The sum of the aggregate total Revolving Loans on Credit Exposures shall not exceed at any time the Restatement Effective Date. total General Revolving 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 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 Bank of Montreal, Regions Bank, Bank of America, N.A. and Comerica Bank (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. KeyBank shall be issued a replacement Revolving Credit Note in the amount of its Commitment, and KeyBank will promptly return to Borrower its existing Revolving Credit Note in the principal face amount of $50,000,000.00 marked “Replaced”. (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 $5,000,000.00 to $20,000,000.00. 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 $20,000,000.00 (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 $5,000,000.00 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 Collateral and other transactions described in Section 1.06assets of the Borrower and the 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 Loan Documents; and (5) agrees that, by this agreement, it has become a party to and 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 confirms that its address for notices and Lending Office for Revolving Credit Loans are as set forth on the signature pages hereto. (d) On the effective date of this Amendment the outstanding principal balance of the Revolving Credit Loans shall be restated in their entirety and reallocated among the Lenders such that the outstanding principal amount of Revolving Credit Loans owed to each Lender shall be evidenced by this Agreement, and (z) subject equal 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 Commitment Percentage of the aggregate outstanding principal amount of all Revolving Credit Loans. The participation interests of the Lenders in Swing Loans on and Letters of Credit shall be similarly adjusted. Each of those Lenders whose Commitment Percentage is increasing shall advance the Restatement Effective Date. Within the foregoing limits and subject funds to the terms Agent and conditions set forth herein, the Borrower may borrow, prepay and reborrow funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans.

Commitments. Subject to the terms and conditions set forth herein, : (a) each 2018 Term A Lender agrees to make 2018 Term A Loans to the Borrower on the Closing Date in a principal amount not to exceed such Lender’s 2018 Term A Loan Commitment; (b) each Term B Lender agrees to make Term B Loans to the Borrower on the Closing Date in a principal amount not to exceed such Lender’s Term B Loan Commitment; (c) each Revolving Facility Lender agrees to make Revolving Facility Loans to the Borrower in Dollars from time to time during the Availability Period in Dollars 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 the total Revolving Facility Credit Exposures Exposure exceeding the Aggregate total Revolving Facility 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 the Revolving Facility Loans.. On the Amendment No. 3 Effective Date, in accordance with, and upon the terms and conditions set forth in, Amendment No. 3, (x) the Existing Revolving Facility Commitment and any Existing Revolving Facility Loans of each Existing Revolving Facility Lender that does not deliver a consent to Amendment No. 3 shall continue hereunder and be reclassified as a 2018 Revolving Facility Commitment and 2018 Revolving Facility Loans, respectively, on such date, (y) the Existing Revolving Facility Commitment and any Existing Revolving Facility Loans of each Existing Revolving Facility Lender that does deliver a consent to Amendment No. 3 to extend the maturity of its Revolving Facility Commitment shall continue hereunder and be reclassified as a 2020 Revolving Facility Commitment and 2020 Revolving Facility Loans, respectively, on such date and (z) the 2018 Revolving Facility Commitments shall be reduced in an aggregate amount equal to the amount of the Additional 2020 Revolving Facility Commitment. For the avoidance of doubt, the parties agree that each Borrowing of Revolving Facility Loans shall be made on a ratable basis among all Classes of Revolving Facility Commitments then in effect; (d) each Lender having an Incremental Term Loan Commitment or an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans and/or Incremental Revolving Facility Loans to the Borrower in an aggregate principal amount not to exceed its Incremental Term Loan Commitment and/or Incremental Revolving Facility Commitment, as the case may be; and (e) each Rollover Term A Lender agrees to exchange its Exchanged 2018 Term A Loans for a like principal amount of 2020 Term A Loans on the Amendment No. 3 Effective Date. Subject to the terms and conditions set forth herein and in Amendment ▇▇. ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ A Lender agrees to make an Additional 2020 Term A Loan to the Borrower on the Amendment No. 3 Effective Date in the principal amount equal to its Additional 2020 Term A Loan Commitment on the Amendment No. 3

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 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 Commitment or Commitment; (b) the sum of the total aggregate Company Revolving Credit Exposures Exposure of all Lenders exceeding the Aggregate CommitmentCompany Sublimit; (c) the aggregate CWC Revolving Credit Exposure of all Lenders exceeding the CWC Sublimit; (d) the aggregate SJWC Revolving Credit Exposure of all Lenders exceeding the SJWC Sublimit; (e) the aggregate SJWTX Revolving Credit Exposure of all Lenders exceeding the SJWTX Sublimit; provided that it or (f) the aggregate MWC Revolving Credit Exposure of all Lenders exceeding the MWC Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow the applicable Revolving Loans. It is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower Borrowers 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, 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 1.061.08, the Existing Loans shall be reevidenced re-evidenced 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 1.08 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 the applicable Borrowers as is necessary to cause each such Lender’s outstanding Revolving Loans and Revolving Credit Exposures hereunder to reflect such Lender▇▇▇▇▇▇’s Applicable Percentage of the aggregate Revolving Loans Loans, aggregate Company Revolving Credit Exposures, aggregate CWC Revolving Credit Exposures, aggregate SJWC Revolving Credit Exposures, aggregate SJWTX Revolving Credit Exposures and aggregate MWC Revolving Credit Exposures, in each case, 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 terms and conditions set forth herein, each Continuing Lender agrees to make Revolving Loans to the Borrower in Dollars Company from time to time during the Revolving Availability Period in US Dollars in an aggregate principal amount at any time outstanding that will not result in (ai) such Continuing Lender’s 's Revolving Credit Exposure exceeding such Lender’s its Commitment or (bii) the sum aggregate amount of the total Continuing Lenders' Revolving Credit Exposures and Competitive Loan Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, aggregate amount of the Commitments. (xb) prior to On the Restatement Effective Date, certain revolving loans were previously made to upon the Borrower under the Existing Credit effectiveness of this 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 borrowContinuing Lenders having Commitments under this Agreement shall make, and the Company shall borrow Revolving loans in an amount equal to the aggregate principal amount of the Revolving Loans outstanding on the Effective Date immediately prior to the effectiveness of this Agreement (the "Outstanding Loans"), together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of the Lenders hereunder. (c) On the Effective Date, upon the effectiveness of this Agreement and subject to the terms and conditions set forth herein, the Company shall use the proceeds of the Revolving Loans made pursuant to paragraph (b) above to prepay all Outstanding Loans, together with any accrued interest thereon, and reborrow any accrued fees and other amounts payable to or for the account of the Lenders. Concurrently with such prepayment of Revolving Loans, the Departing Lenders shall cease to be parties to this Agreement and shall have no further rights or obligations hereunder; provided, however, that the Departing Lenders shall continue to be entitled to the benefits of all yield protection, expense reimbursement and indemnity provisions contained herein as in effect immediately prior to the Effective Date and shall continue to be bound by Section 9.12 of this Agreement as in effect at such time. (d) On the Effective Date, upon the effectiveness of this Agreement (i) each Continuing Lender that is making Revolving Loans pursuant to paragraph (b) above in an amount in excess of such Continuing Lender's Outstanding Loans shall pay to the Administrative Agent by wire transfer of immediately available funds not later than 11:00 a.m., New York City time, an amount equal to the excess of the amount of the Revolving Loans being made by such Lender pursuant to paragraph (b) over the aggregate principal amount of the Outstanding Loans of such Continuing Lender and (ii) the Administrative Agent shall pay to each Departing Lender and to each Continuing Lender that is making Revolving Loans pursuant to paragraph (b) above in an amount less than such Lender's outstanding Revolving Loans, out of the amounts received by it pursuant to clause (i) of this paragraph (d), the amount of such net prepayment of Loans by wire transfer of immediately available funds to the account designated by such Lender to the Administrative Agent not later than 5:00 p.m., New York City time. Any part of any Loan refinanced other than as set forth in clause (ii) of this paragraph (d) shall be deemed to be repaid in accordance with the applicable provisions of this Agreement with the proceeds of the new Loans and the proceeds of such new Loans, except as set forth in clause (i) of this paragraph (d), shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the Company pursuant to this Section 2.01. The Company agrees that if any Continuing Lender shall default in the payment of any amount due from it under this Section 2.01, the Company shall promptly pay the defaulted amount to the Administrative Agent by wire transfer of immediately available funds, together with interest on such amount at the ABR from the Effective Date to the date of payment. Upon any such payment by the Company, the Company shall have the right, at the defaulting Lender's expense, upon notice to the defaulting Lender and to the Administrative Agent, to require such defaulting Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04 of this Agreement) all its interests, rights and obligations under this Agreement to another financial institution which shall assume such interests, rights and obligations; provided that (A) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (B) the assignee shall pay to the defaulting Lender, in immediately available funds on the date of such assignment, the outstanding principal of and interest accrued to the date of payment on the Revolving Loans made or deemed made by such defaulting Lender under this Agreement, if any, and all other amounts accrued for such defaulting Lender's account or owed to it under this Agreement. (e) In the event the Company shall specify a date as the Effective Date and the Effective Date shall not occur on such date, the Company shall indemnify each Lender for any loss or expense incurred by such Lender as a result of the transactions to have been consummated by such Lender on such proposed Effective Date, in each case determined as set forth in Section 2.14 of this Agreement in respect of any failure to borrow or prepay any Revolving Loan.

Commitments. Subject to the terms and conditions set forth herein: (a) on the June 2017 Effective Date, the June 2017 Term B Lenders agreed to make June 2017 Term B Loans to the Borrower in an aggregate principal amount of $2,095,000,000, subject to the terms and conditions in the June 2017 Incremental Assumption and Amendment Agreement, (b) on the November 2017 Effective Date, the November 2017 Term B Lenders agreed to make November 2017 Term B Loans to the Borrower in an aggregate principal amount of $800,000,000, subject to the terms and conditions in the November 2017 Incremental Assumption Agreement, (c) each Lender agrees to make Revolving Facility Loans of a Class 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 Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class or (bii) the sum Revolving Facility Credit Exposure of such Class 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 Facility Commitments 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 DateClass. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans, (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, (e) amounts of Term B Loans borrowed under Sections 2.01(a), (b) or (d) that are repaid or prepaid may not be reborrowed, and (f) from and after the November 2017 Effective Date, the June 2017 Term B Loans and the November 2017 Term B Loans shall be treated as a single “Class” and have the same terms and conditions for all purposes of this Agreement and the other Loan Documents, including all scheduled, optional and mandatory prepayments.

Commitments. (a) Subject to the terms and conditions set forth herein, each Term Lender made a Tranche A Term Loan denominated in dollars to the Company on the Effective Date in a principal amount not exceeding its Tranche A Term Commitment. Amounts repaid or prepaid in respect of Tranche A Term Loans may not be reborrowed. (b) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrower in Dollars Borrowers from time to time during the Revolving Availability Period (i) Revolving Loans denominated in dollars in an aggregate principal amount that will not result in (a) such Revolving Lender’s Revolving Credit Exposure exceeding such Revolving Lender’s Revolving Commitment or (b) the sum of the total Aggregate Revolving Credit Exposures Exposure exceeding the Aggregate Commitment; provided that it is understood Revolving Commitment and agreed that, (xii) 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 Agreementdenominated in Euros, the terms of the Existing Loans shall be restated in their entirety Pounds Sterling 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 any other transactions described in Section 1.06 and (other than any Lender holding Existing Loans Designated Currency in an aggregate principal amount that will not less than its Commitment under this Agreement, which Existing Loans shall constitute result in the Aggregate Designated Currency Revolving Loans hereunder) agrees to purchase, on Exposure exceeding the Restatement Effective Date, from any Lender under Aggregate Designated Currency Revolving Sublimit or the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Aggregate Revolving Loans hereunder) and to make additional Exposure exceeding the Aggregate 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 herein, the Borrower Borrowers may borrow, prepay and reborrow Revolving Loans. (c) On the Restatement Effective Date, (i) each Revolving Lender shall pay to the Administrative Agent in same day funds an amount equal to the difference, if positive, between (A) such Lender’s Applicable Percentage of each outstanding Revolving Borrowing and (B) the amount of the Revolving Loans of such Lender under the Original Credit Agreement that are part of such Revolving Borrowing, (ii) the Administrative Agent shall pay to each Revolving Lender a portion of the funds so received equal to the difference, if positive, between (A) the amount of the Revolving Loans made by such Lender under the Original Credit Agreement that are part of each outstanding Revolving Borrowing and (B) such Lender’s Applicable Percentage of the amount of such Revolving Borrowing, such that each Revolving Lender shall hold its Applicable Percentage of each outstanding Revolving Borrowing.

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 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. 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 Lender having a Floating Rate Delayed Draw Loan Commitment agrees to make Revolving Floating Rate Delayed Draw Loans in U.S. Dollars to the Borrower in Dollars from time to time on any Business Day during the Delayed Draw Availability Period (including, for the avoidance of doubt, following the making of the Initial Amortization Payment and prior to the Commitment Termination Date), in an aggregate principal amount that will not result in (ai) such any Floating Rate Lender’s Revolving Credit Exposure outstanding Floating Rate Delayed Draw Loans exceeding such Floating Rate Lender’s Floating Rate Delayed Draw Loan Commitment then in effect or (ii) the aggregate outstanding Floating Rate Delayed Draw Loans of all Floating Rate Lenders exceeding the Total Floating Rate Delayed Draw Loan Commitments then in effect, in each case, after giving effect thereto and to the application of the proceeds thereof. Such Floating Rate Delayed Draw Loans may be Base Rate Loans or SOFR Loans as further provided herein. (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 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 having a Fixed Rate Delayed Draw Loan Commitment agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing make Fixed Rate Delayed Draw Loans in an amount not less than its Commitment under this AgreementU.S. Dollars to the Borrower on any Business Day during the Delayed Draw Availability Period (including, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on for the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (whichavoidance of doubt, following such purchasethe making of the Initial Amortization Payment and prior to the Commitment Termination Date), shall be Revolving Loans hereunderin an aggregate principal amount that will not result in (i) and to make additional Revolving Loans to Borrower as is necessary to cause each such any Fixed Rate Lender’s outstanding Revolving Fixed Rate Delayed Draw Loans hereunder to reflect exceeding such Fixed Rate Lender’s Applicable Percentage Fixed Rate Delayed Draw Loan Commitment then in effect or (ii) the aggregate outstanding Fixed Rate Delayed Draw Loans of all Fixed Rate Lenders exceeding the Total Fixed Rate Delayed Draw Loan Commitments then in effect, in each case, after giving effect thereto and to the 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 thereof.

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 Original Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to make such Lender, its “Revolving Loans Loans”) in Dollars to the Borrower equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrower to be made on such Business Day; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) in Dollars to the Borrower equal to the principal amount of the Swing Line Loan requested by the Borrower to be made on such Business Day. 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 thatborrow, (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 borrowrepay, 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, nor shall (i) the aggregate outstanding principal amount of all Revolving Loans plus Swing Line Loans plus (ii) the stated amount of all undrawn Letters of Credit on any date exceed the Revolving Loan Commitment Amount in effect on such date. 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. 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. 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 1.08, the Existing Loans shall be reevidenced as Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. 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 Borrowers in Dollars Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (ai) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or Revolving Commitment, (bii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood aggregate Revolving Commitments or (iii) subject to Sections 2.04 and agreed that2.11(b), the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit and (xb) prior each Term Lender with a Term Loan Commitment (severally and not jointly) agrees to make a Term Loan to the Restatement Borrowers denominated 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 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 Date. Administrative 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. CH\2082905.9

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.

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make loans (“Revolving Loans 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 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 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 DateLoan Limit. 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 Initial Term Lender severally agrees to make a term loan (each, an “Initial Term Loan” and, collectively, the “Initial Term Loans”) to the Borrower in a single advance on the Seventh Amendment Effective Date in an aggregate principal amount equal to such Initial Term Lender’s Initial Term Loan Commitment. Once the Initial Term Loans have been borrowed, the Borrower may not reborrow any portion of the Initial Term Loans that has been repaid or prepaid, whether in whole or in part. Upon the funding of any Initial Term Loan hereunder by any Initial Term Lender, such Initial Term Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Seventh Amendment Effective Date. (c) Subject to the terms and conditions set forth herein and in the applicable Term Loan Amendment, each Term Lender with a Term Commitment as set forth in such applicable Term Loan Amendment severally agrees to make a Term Loan to the Borrower in an aggregate principal amount that will not result in (i) the amount of the Term Loan made by such Term Lender hereunder exceeding such Term Lender’s Term Commitment or (ii) the aggregate amount of the Term Loans made by all such Term Lenders hereunder exceeding the total Term Commitments of such Term Lenders. Once borrowed, the 42 Borrower may not reborrow any portion of the Term Loans that has been repaid or prepaid, whether in whole or in part. Upon any funding of any Term Loan hereunder by any Term Lender, such Term Lender’s Term Commitment shall terminate immediately and without further action. Notwithstanding anything to the contrary herein, the Term Commitments that are funded on any Term Loan Facility Closing Date shall be terminated upon such funding and, if the total Term Commitments as of such Term Loan Facility Closing Date are not drawn on such Term Loan Facility Closing Date, any Term Commitments in respect of the undrawn amount shall automatically be terminated.

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) with respect to Tranche A-2 Term Loan Lenders, to make a Tranche A-2 Term Loan to Borrower on the Amendment and Restatement Effective Date in the principal amount not to exceed its Tranche A-2 Term Loan Commitment; and (b) to make Tranche A-1 Revolving Loans to the Borrower in Dollars Borrower, at any time and from time to time during after the Availability Period Amendment and Restatement Effective Date until the earlier of the Revolving Maturity Date and the termination of the Tranche A-1 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 Tranche A-1 Revolving Commitment. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. Within the limits set forth in clause (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood above and agreed that, (x) prior subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow Tranche A-1 Revolving Loans. Except as otherwise expressly provided herein, from and after the Amendment and Restatement Effective Date, certain revolving loans were previously made for all purposes under each Loan Document, each Tranche A-2 Term Loan shall be deemed 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 be a Term Loan and each Tranche A-2 Term Loan Lender shall be deemed to be a Term Loan Lender. For the avoidance of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06doubt, 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 Tranche A-2 Term Loans shall constitute Revolving Loans hereunder) agrees to purchase“Loans” and “Obligations” hereunder and under the other Loan Documents (and “First Lien Loans” and “First Lien Obligations” under the Original Credit Agreement and the Original Security Documents), on and the Tranche A-2 Term Loan Lenders shall constitute “Secured Parties” hereunder and under the other Loan Documents (and “First Lien Secured Parties” under the Original Credit Agreement and the Original Security Documents). Except as otherwise expressly provided herein, from and after the Amendment and Restatement Effective Date, from any for all purposes under each Loan Document, each Tranche A-1 Revolving Loan shall be deemed to be a Revolving Loan and each Tranche A-1 Revolving Lender shall be deemed to be a Revolving Lender. For the avoidance of doubt, the Tranche A-1 Revolving Loans shall constitute “Loans” and “Obligations” hereunder and under the Existing other Loan Documents (and “First Lien Loans” and “First Lien Obligations” under the Original Credit Agreement such Existing Loans and the Original Security Documents), and the Tranche A-1 Revolving Lenders shall constitute “Secured Parties” hereunder and under the other Loan Documents (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 “First Lien Secured Parties” under the aggregate Revolving Loans on Original Credit Agreement and 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 LoansOriginal Security Documents).

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. (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. 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) Borrower is, pursuant to this Amendment, increasing the Total Commitment pursuant to §2.10 of the Credit Agreement. Borrower hereby acknowledges and agrees 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. In connection with the increase of the Total Commitment, TD Bank, NA (the “New Lender”) 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 New Lender shall be a Lender under the Credit Agreement. Each of the Lenders previously a party to the Credit Agreement that is increasing its Commitment in connection with this Amendment (collectively, the “Existing Modifying Lenders”) shall receive a Revolving Credit Note based on its respective Commitment as set forth on Schedule 1.1 hereto (and promptly return to Borrower its existing Revolving Credit Note), which Revolving Credit Notes shall be replacements for such Lender’s existing Revolving Credit Exposure exceeding such Lender’s Commitment Notes and shall not be a novation or satisfaction of the indebtedness thereunder. (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thatBy its signature below, (x) prior to the Restatement Effective DateNew Lender, 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 hereof, hereby becomes a party to the Credit Agreement and agrees to perform all obligations with respect to its respective Commitment as if New Lender were an original Lender under and signatory to the Credit Agreement having a Commitment, as set forth in this 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 provided in §2.4 of the Credit Agreement, the obligation to pay amounts due in respect of draws under Letters of Credit as required under §2.9 of the Credit Agreement, and in any case the obligation to indemnify the Agent as provided therein. 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 and 18 of the Credit Agreement. Further, New Lender acknowledges that it has, independently and without reliance upon the Agent, the Arranger, or on any affiliate or subsidiary thereof or any other Lender and based on such documents, financial statements and information as it has deemed appropriate, made its own credit analysis and decision to become a Lender under the Credit Agreement. Not in limitation of the foregoing, New Lender acknowledges and agrees that the Agent, the Arranger and the other Lenders are making no representations or warranties with respect to, and New Lender hereby releases and discharges the Agent, the Arranger and the other Lenders for any responsibility or liability for: (i) the present or future solvency or financial condition of the Borrower, any Guarantor or any other Person, (ii) any representations, warranties, statements or information made or furnished by the Borrower, any Guarantor or any other Person in connection with the Credit Agreement or otherwise, (iii) the validity, efficacy, sufficiency, or enforceability of the Credit Agreement, any other Loan Document or any other document or instrument executed in connection therewith, or the collectability of the Obligations, (iv) the perfection, priority or validity of any Lien with respect to any collateral at any time securing the Obligations under the Notes or the Credit Agreement and (v) the performance or failure to perform by the Borrower, any Guarantor or any other Person of any obligation under the Credit Agreement or any other Loan Document to which it is a party. Except as expressly provided in the Credit Agreement, neither the Agent, the Arranger nor any other Lender shall have any duty or responsibility whatsoever, either initially or on a continuing basis, to provide New Lender with any credit or other information with respect to the Borrower or any Guarantor or to notify any New Lender of any Default or Event of Default. New Lender has not relied on the Agent, Arranger, any other Lender or any subsidiary or affiliate thereof as to any legal or factual matter in connection therewith or in connection with the transactions contemplated thereunder. (c) New Lender (i) represents and warrants as to itself that (A) it is legally authorized to, and has full power and authority to, enter into this Amendment and perform its obligations under this Amendment and the Credit Agreement, and (B) it does not control, is not controlled by, is not under common control with and is otherwise free from influence or control by, the Borrower or the Guarantors, if any, and is not a Defaulting Lender or an Affiliate of a Defaulting Lender or a natural person; (ii) confirms that it has received copies of the Credit Agreement, the other Loan Documents and such other documents, financial statements and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it has and will, independently and without reliance upon any Lender, the Agent or the Arranger 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 Loans, the Loan Documents, the creditworthiness of the Borrower and each any Guarantors and the value of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction assets of the reallocation Borrower and other transactions described in Section 1.06any Guarantors, and taking or not taking action under the Existing Loans shall be reevidenced Loan Documents; (iv) appoints and authorizes the Agent to take such action as Revolving Loans under this Agreement, contractual representative 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 (v) agrees that, by this Amendment, it has become a party to and 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. New Lender acknowledges and confirms that its address for notices is as set forth on the signature pages hereto, and its Domestic Lending Office and LIBOR Lending Office for Revolving Credit Loans is as set forth on Schedule 1.1 attached hereto. (d) By its signature below, each Existing Modifying Lender hereby agrees to perform all obligations with respect to its respective Commitment as set forth in the Agreement (as modified by 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 respect of Swing Loans as provided in §2.4 of the Credit Agreement, the obligation to pay amounts due in respect of draws under Letters of Credit as required under §2.9 of the Credit Agreement, and in any case the obligation to indemnify the Agent as provided therein. (ze) subject On the effective date of this Amendment, (i) the Lenders shall fund so much of the increase of the Commitment 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 Agent as is necessary in order that the outstanding principal balance of the Loans prior to cause the effectiveness of this Amendment shall be reallocated among the Lenders such that the outstanding principal amount of Loans owed to each Lender shall be equal to such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Commitment Percentage of the aggregate Revolving Outstanding Loans on (as in effect after the Restatement Effective Date. Within effectiveness of this Amendment), and (ii) those Lenders whose Commitment is increasing (including the foregoing limits and subject New Lender) shall advance the funds to the terms Agent and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving funds so advanced shall be distributed among the Lenders whose Commitment is decreasing as necessary to accomplish the required reallocation of the Outstanding Loans.

Commitments. Prior to the Effective Date, certain revolving loans and term 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 being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Section 4.01 and the reallocation and other transactions described in Section 1.05, the Existing Loans shall be reevidenced as Revolving Loans and Term Loans, as applicable, 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 Revolving Lender 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 total Revolving Exposures exceeding the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thatCommitments, (xb) prior each Term Lender with a Tranche A Term Loan Commitment agrees to make a Tranche A Term Loan in dollars to the Restatement Borrower on the Effective Date, certain revolving loans were previously made in an amount equal to such Lender’s Tranche A Term 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 and (c) each Term Lender with a Tranche B Term Loan Commitment agrees to make a Tranche B Term Loan in dollars 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 1.06Date, 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 B 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 may borrow, prepay and reborrow Revolving Loans. Amounts prepaid or repaid in respect of Term Loans may not be reborrowed.

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) Subject to the terms and conditions set forth herein, each Lender Revolving Lender, severally and not jointly with any other Revolving Lender, agrees to make Revolving Loans denominated in dollars 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 exceed 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 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 Credit Extension Conditions shall be reevidenced as satisfied after giving effect to such any such 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 DateLoans. 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, each FILO Lender, severally and not jointly with any other FILO Lender, agrees to make a single Loan denominated in dollars to the Borrower on the Closing Date in the amount of such FILO Lender’s FILO Commitment, provided that each of the Credit Extension Conditions shall be satisfied after giving effect to any such FILO Loans. The FILO Loan Borrowing on the Closing Date shall consist of FILO Loans made simultaneously by the FILO Lenders in accordance with their respective FILO Commitments. FILO Loans to the Borrower that are repaid or prepaid may not be reborrowed. (c) Subject to the terms and conditions set forth herein and in any Incremental Facility Amendment, Loan Modification Agreement and/or Refinancing Amendment, as the case may be, each Term Lender, severally and not jointly with any other Term Lender, agrees to make a single Term Loan denominated in dollars to the Borrower on date specified in the applicable Incremental Facility Amendment, Loan Modification Amendment and/or Refinancing Amendment in the amount of such Term Lender’s applicable Incremental Term Commitment, Loan Modification Term Commitment or Refinancing Term Commitment, provided that each of the Credit Extension Conditions shall be satisfied after giving effect to any such Term Loans. Each Term Loan Borrowing in connection with any applicable Incremental Facility Amendment, Loan Modification Offer and/or Refinancing Amendment on the relevant date specified therein shall consist of Term Loans of the same Class made simultaneously by the Term Lenders in accordance with their respective Incremental Term Commitment, Loan Modification Term Commitment or Refinancing Term Commitment, as applicable. All Term Loans to the Borrower that are repaid or prepaid may not be reborrowed. (d) Except as expressly provided herein or in the relevant documents (in accordance with the terms hereof), all Other Revolving Commitments effected pursuant to any Loan Modification Agreement, Refinancing Amendment or Incremental Facility Amendment, as applicable, shall be subject to the same terms and conditions as the then existing Revolving Commitments of each applicable Class. After giving effect to any Other Revolving Commitments, all Borrowings under the Revolving Commitments (including any such Other Revolving Commitments), participations in Letters of Credit and Swingline Loans and repayments thereunder shall be made on a pro rata basis according to each Revolving Lender’s Applicable Revolving Percentage across all Classes of Revolving Commitments (except for (x) any payments of interest and fees at different rates on any Other Revolving Commitments (and related Loans thereunder), (y) repayments required upon the applicable Revolving Maturity Date of other Revolving Credit Commitments and (z) except as otherwise expressly set forth in the applicable Loan Modification Agreement, Refinancing Amendment or Incremental Facility Amendment, subject to the provisions contained herein). If any Other Revolving Commitments are effected pursuant to any Loan Modification Agreement, Refinancing Amendment or Incremental Facility Amendment, as applicable, effective hereunder, on each applicable Revolving Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall Cash Collateralize Letters of Credit, such that, after giving effect to such prepayments and such provision of Cash Collateral, the aggregate Total Revolving Outstandings as of such date will not exceed the aggregate applicable remaining Revolving Commitments of each other remaining Class of the Revolving Lenders (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the applicable Total Revolving Outstandings would exceed the aggregate amount of the remaining Classes of Revolving Commitments as described above. Notwithstanding the foregoing, the Borrower may Refinance all or any portion of any Class of Revolving Commitments (and prepay or otherwise Refinance the Loans and other extensions of credit outstanding thereunder) pursuant to Section 6.01(a)(i) without Refinancing any other Class of Revolving Commitments (or the Loans and other extensions of credit outstanding thereunder). (e) In connection with the establishment of any Incremental Revolving Commitment pursuant to Incremental Facility Amendment or Other Revolving Commitments effected pursuant to any Loan Modification Agreement, Refinancing Amendment or Incremental Facility Amendment for any applicable Class of Revolving Loans, the relevant Applicable Percentages with respect to all Classes of Revolving Commitments shall be readjusted without any further action or consent of any other party, to reflect such new Class of Revolving Commitments or increase in any existing Revolving Commitment Series or Other Revolving Commitments. In connection with the foregoing, the Revolving Lenders shall immediately after giving effect to the readjusted Applicable Revolving Percentages purchase and assign at par such amounts of the Revolving Loans outstanding at such time as the Administrative Agent may require such that all of the Revolving Lenders effectively participate in each of the outstanding Revolving Loans on a pro rata basis in accordance with their readjusted Applicable Revolving Percentages across all Classes of Revolving Commitments. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence or as provided in clause (d) above. (f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.

Commitments. (a) Subject to the terms and conditions set forth of this Agreement, including the Final Order, and relying upon the representations and warranties herein, each Lender severally, and not jointly, agrees on or after the Closing Date and during the Availability Period to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period dollars 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 to exceed its Commitment; provided that it is understood in no event shall Loans be made hereunder on any date in excess of such Lender’s Commitment; provided further that the proceeds of all Loans made hereunder shall be used solely for the purposes set forth in Section 3.7. The parties hereby acknowledge and agreed that, (x) prior agree that the Initial DIP Loan shall for all purposes be deemed a Loan made hereunder pursuant to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as Commitments of the Restatement Effective Date Lenders. (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 relying upon the terms representations and conditions set forth warranties herein, each Lender severally severally, and not jointly jointly, agrees on or after the Closing Date and during the Availability Period to make loans to the Borrower (the “Expense Advances”) in dollars in such amounts as are necessary to fund Expense Payments that become due and owing during the Availability Period (the “Availability Period Expense Payments”). Anything to the contrary notwithstanding, (i) the Expense Advances shall be deemed Loans hereunder and shall bear interest, in each case commencing on the third Business Day following the Borrower's receipt of a reasonably detailed invoice from the Administrative Agent or a Lender even if the Lenders have not yet made the applicable Expense Advance hereunder; provided, however, the Expense Advances shall not be deemed to use any portion of the Commitments of the Lenders and (ii) the Borrower agrees to request a Borrowing to fund the reallocation and other transactions described Available Period Expense Payments promptly following its receipt of a reasonably detailed invoice in Section 1.06 and (other than respect thereof; provided, however, that if the Borrower has failed to request 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 such Borrowing within five Business Days following 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 Borrower's receipt of the aggregate Revolving Loans applicable invoice, the Lenders may make such Availability Period Expense Payments directly on behalf of the Restatement Effective Date. Within Borrower (rather than funding the foregoing limits and subject proceeds of the applicable Expense Advance to the terms and conditions set forth hereinBorrower). (c) Principal of the Loans, the Borrower when repaid, may borrow, prepay and reborrow Revolving Loansnot be reborrowed.

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, 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 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 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.

Commitments. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth hereinforth, each Lender agrees severally agrees, subject to make the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to the Borrower in Dollars be outstanding from time to time, to lend to Company from time to time during the Availability Period in period from the Restatement Date to but excluding the Revolving Loan Commitment Termination Date an aggregate principal amount that will not result exceeding its Pro Rata Share of the aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in (a) such subsection 2.5A. The amount of each Revolving Lender’s Revolving Credit Exposure exceeding such Lender’s Loan 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 is set forth opposite its name set forth on Schedule 2.1 annexed hereto and the Revolving Loan Commitment Amount as of the Restatement Date is $50,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to as give effect to any assignments of the “Existing Loans”)Revolving Loan Commitments pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4. Each Revolving Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, (y) the Revolving Loans and the Revolving Loan Commitments shall be subject to the terms and conditions set forth limitation that in this Agreement, Borrower and each no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described Revolving Loan Commitment Amount then 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 Loanseffect.

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. Effect of Restatement on Loans and Letters of Credit Under Second Amended and Restated Credit Agreement. (a) Subject to and upon the terms and conditions herein set forth hereinupon the effectiveness of this Agreement on the Second Restatement Effective Date: (i) each Revolving Credit Loan of each Lender under the Original Credit Agreement shall remain outstanding under this Agreement as a Revolving Credit Loan from such Lender to the Parent Borrower; (ii) each Swingline Loan under the Original Credit Agreement shall remain outstanding under this Agreement as a Swingline Loan to the Parent Borrower; (iii) each Existing Letter of Credit shall continue as a Letter of Credit under this Agreement; and (a) [Reserved].each New Revolving Credit Loan of each Lender under the Amended and Restated Credit Agreement shall remain outstanding under this Agreement as a New Revolving Credit Loan from such Lender to the Parent Borrower. (i) Subject to and upon the terms and conditions herein set forth, each Lender having a New Revolving Credit Commitment severally agrees to make a loan or loans denominated in Dollars (each a “New Revolving Loans Credit Loan” and, collectively, the “New Revolving Credit Loans”) to the Parent Borrower in Dollars on behalf of the Borrowers, which New Revolving Credit Loans (A) shall be made at any time and from time to time during on and after the Availability Period Amendment and Restatement Date and prior to the Final Maturity Date, (B) may, at the option of the Parent Borrower on behalf of the Borrowers be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans, provided that all New Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of New Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in an aggregate principal amount that will not 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 (a) such Lender’s New Revolving Credit Exposure at such time exceeding such Lender’s New Revolving Credit Commitment or at such time and (bE) shall not, after giving effect thereto and to the sum application of the total proceeds thereof, result at any time in the aggregate amount of the Lenders’ New Revolving Exposures at such time exceeding the lesser of the Borrowing Base and the Total New Revolving Credit Exposures exceeding the Aggregate Commitment; , in each case as then in effect (subject to Section 2.1(e)). (i) (ii) Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that it is understood (A) any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan and agreed that(B) in exercising such option, (x) prior such Lender shall use its reasonable efforts to minimize any increased costs to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement Borrowers resulting therefrom (which remain outstanding as obligation of the Restatement Effective Date (Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such 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 request for costs for which compensation is provided under this Agreement, the terms provisions of Section 2.10 shall apply). On the Existing Final Maturity Date, all New Revolving Credit Loans shall be restated repaid in their entirety full. (c) Subject to and shall be evidenced by this Agreement, and (z) subject to upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Original Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Parent Borrower on behalf of the Borrowers, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ New Revolving Exposures at such time exceeding the lesser of the Borrowing Base and the Total New Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. Each outstanding Swingline Loan shall be repaid in full on the earlier of (a) 15 Business Days after such Swingline Loan is initially Borrowed and (b) the Swingline Maturity Date. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Parent Borrower on behalf of the Borrowers or any Lender stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 14.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each New Revolving Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of New Revolving Credit Loans, in which case New Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by each New Revolving Lender pro rata based on each Lender’s New Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each New Revolving Lender hereby irrevocably agrees to make such New Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total New Revolving Credit Commitment or the Borrowing Base 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 any Borrower), each New Revolving Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective New Revolving Credit Commitment Percentages, provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) Subject to the limitations set forth hereinbelow (and notwithstanding anything to the contrary in Section 2.1(b)(i)(E) or in Section 7) the Administrative Agent is authorized by the Parent Borrower on behalf of the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make New Revolving Credit Loans that are ABR Loans on behalf of all Lenders to the Parent Borrower on behalf of the Borrowers, at any time that any condition precedent set forth in Section 7 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (x) to preserve or protect the Collateral, or any portion thereof or (y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (each such loan, a “Protective Advance”). Any Protective Advance may be made in a principal amount that would cause the aggregate amount of the Lenders’ New Revolving Exposures to exceed the Borrowing Base; provided that no Protective Advance may be made to the extent that, after giving effect to such Protective Advance (together with the outstanding principal amount of any outstanding Protective Advances) the aggregate principal amount of all Protective Advances outstanding hereunder would exceed 5% of the Borrowing Base as determined on the date of such proposed Protective Advance; provided further that the aggregate amount of outstanding Protective Advances plus the aggregate New Revolving Exposures at such time shall not exceed the Total New Revolving Credit Commitment as then in effect. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent on behalf of the Secured Parties in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and will become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion and under no circumstance shall the Parent Borrower have the right to require that a Protective Advance be made. At any time that the conditions precedent set forth in Section 7 have been satisfied or waived, the Administrative Agent may request the New Revolving Lenders to make a New Revolving Credit Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(f). (f) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default or an Event of Default), each Lender severally shall be deemed, without further action by any party hereto, unconditionally and not jointly agrees irrevocably to have purchased from the reallocation Administrative Agent, without recourse or warranty, an undivided interest and other transactions described participation in Section 1.06 such Protective Advance in proportion to its New Revolving Credit Commitment Percentage. From and (other than after the date, if any, on which any Lender holding Existing Loans is required to fund its participation in an amount not less than its Commitment under this Agreementany Protective Advance purchased hereunder, which Existing Loans the Administrative Agent shall constitute Revolving Loans hereunder) agrees promptly distribute to purchasesuch Lender, 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 New Revolving Loans hereunder to reflect such Lender’s Applicable Credit Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by 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 LoansAdministrative Agent in respect of such Protective Advance.

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” , the “Term B-5 Loans” and the “Term B-6 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” and the “Term B-6 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” under the Loan Documents.

Commitments. Subject to In connection with the terms and conditions set forth hereinforegoing, 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) each of Bank of America and ▇▇▇▇▇ Fargo Bank is pleased to advise you of its several, and not joint, commitment to provide the sum applicable percentage set forth in Schedule I hereto 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 full principal amount of the Restatement Effective Date Bridge Facility (in such outstanding loans being hereinafter referred capacity, each an “Initial Bridge Lender” and together, the “Initial Bridge Lenders”) and Bank of America is pleased to advise you of its willingness and you hereby appoint Bank of America, to act as the sole and exclusive administrative agent (in such capacity, the “Existing LoansAdministrative Agent”)) for the Bridge Facility, (y) and you hereby appoint ▇▇▇▇▇ Fargo Bank, to act as syndication agent for the Bridge Facility, all upon and subject to the terms and conditions set forth in this Agreementletter and in Exhibits A and B hereto (collectively, Borrower the “Term Sheet” and, together with this letter agreement, the “Commitment Letter”) and (b) each of MLPFS and ▇▇▇▇▇ Fargo Securities is pleased to advise you of its willingness, and you hereby engage MLPFS and ▇▇▇▇▇ Fargo Securities, to act as an exclusive joint lead arranger and an exclusive joint bookrunner (in such capacity, each a “Lead Arranger” and together, the Lenders “Lead Arrangers”) for the Bridge Facility, and in connection therewith to form a syndicate of lenders for the Bridge Facility (collectively, the “Lenders”) in consultation with you, including Bank of America and ▇▇▇▇▇ Fargo Bank. Bank of America and MLPFS will have “lead left” placement on all marketing materials relating to the Bridge Facility and will perform the duties and exercise the authority customarily performed and exercised by them in such role, including acting as joint manager of the physical books. You further agree that on no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Restatement Effective Date but Fee Letter referred to below) will be paid in order to obtain commitments in connection with the Bridge Facility unless you and we shall so agree. The commitments of the Initial Bridge Lenders in respect of the Bridge Facility and the undertaking of the Lead Arrangers to provide the services described herein are 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 each of the Existing Loans shall be restated conditions precedent set forth herein and in their entirety and shall be evidenced by this Agreement, and the Term Sheet (z) it being understood that the commitments of the Initial Bridge Lenders hereunder in respect of the Bridge Facility are subject only to the terms and conditions set forth herein, each Lender severally in Section 5 of the Commitment Letter and in Exhibit B attached to this Commitment Letter). All capitalized terms used and not jointly agrees to otherwise defined herein shall have the reallocation and other transactions described same meanings as specified therefor 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 LoansTerm Sheet.

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 1.06collectively, 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 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.. 15524773v115524773v5

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 Credit 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 Credit Agreement in any outstanding Letters of Credit and/or Swingline Loans (if any), 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 and/or Swingline Loans (if any) 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 Incremental Term Lender severally (and not jointly) agrees to make Incremental Term Loans to the Borrower during the Availability Period for the Incremental Term Facility in up to three (3) Borrowings in an aggregate principal amount not to exceed such Incremental Term Lender’s Incremental Term Commitment. Amounts prepaid or repaid in respect of Term Loans may not be reborrowed.

Commitments. Prior to the Effective Date, certain 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 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 Loans shall be reevidenced as Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. 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. 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. Subject to the terms and conditions set forth herein, (a) each Lender Revolving Lender, severally and not jointly, 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 (ai) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (ii) the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments; (b) each Initial Term Lender, severally and not jointly, agrees to make term loans (collectively, the sum of “Initial Term Loans”) to the total Revolving Credit Exposures exceeding Borrowers on the Aggregate Effective Date, in an amount not to exceed each such Initial Term Lender’s Initial Term Loan Commitment; provided that it is understood and agreed that, (xc) prior to the Restatement Effective Delayed Draw Termination Date, certain revolving each Delayed Draw Term Lender, severally and not jointly, agrees to make term loans were previously made (collectively, the “Delayed Draw Term Loans”) to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (Borrowers on each Delayed Draw Funding Date, in an aggregate amount not to exceed each such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject Delayed Draw Term Lender’s Delayed Draw Term Loan Commitment. Notwithstanding anything to the terms contrary contained herein, and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject immediately after giving effect to the satisfaction incurrence of the reallocation and other transactions described in Section 1.06such Delayed Draw Term Loans, the Existing outstanding principal amount of such Delayed Draw Term Loans shall be reevidenced as Revolving automatically deemed to constitute Initial Term Loans under thereafter for all purposes of this Agreement, Agreement and the terms of the Existing other applicable Loan Documents; it being understood and agreed that such outstanding Delayed Draw Term Loans shall be restated added to (and form part of) each then outstanding borrowing of Initial Term Loans on a pro rata basis (based on the relative sizes of the various outstanding borrowings), so that each Term Loan Lender that holds outstanding Term Loans and such Delayed Draw Term Loans will participate proportionately in their entirety and shall be evidenced by this Agreement, and each then outstanding borrowing of Initial Term Loans (z) subject after giving effect to the terms and conditions set forth herein, each Lender severally and not jointly agrees conversion pursuant 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 Datesentence). 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 the 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, 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 Bank (other than a Non-NAIC Bank) agrees from time to time on any Business Day during the Availability Period to Issue Syndicated Letters of Credit for the account of any Borrower or any Wholly Owned Subsidiary; (ii) each Fronting Bank (other than a Non-NAIC Fronting Bank) agrees from time to time on any Business Day during the Availability Period to Issue Participated Letters of Credit for the account of any Borrower or any Wholly Owned Subsidiary, and each Bank hereby agrees to purchase participations in the obligations of such Fronting Bank under such Participated Letters of Credit (provided that the aggregate Stated Amount of Participated Letters of Credit Issued by, and Reimbursement Obligations thereunder owed to, any Fronting Bank shall not exceed any amount separately agreed to by the Parent and such Fronting Bank) ; (iii) each Bank severally agrees to make loans (each, a “Revolving Loan” and collectively, the Borrower may borrow, prepay and reborrow “Revolving Loans”) to any Borrower from time to time on any Business Day during the Availability Period; and (iv) the Swingline Bank agrees to make loans (each, a “Swingline Loan” and collectively, the “Swingline Loans”) to any Borrower, from time to time on any Business Day during the period from the Effective Date to but not including the Swingline Maturity Date, in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment; provided that no Bank shall be obligated to make or participate in any Credit Extension if, immediately after giving effect thereto, (w) the Credit Exposure of such Bank would exceed its Commitment (provided that 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 Bank in its capacity as a Bank outstanding at such time and its Letter of Credit Exposure at such time, would exceed the Swingline Bank’s own Commitment at such time), (x) the aggregate Credit Exposure would exceed the aggregate Commitments at such time, (y) the applicable conditions in Section 3.04 or Section 4.02 are not met or (z) with respect to any Borrowing of Loans, the aggregate outstanding principal amount of Loans would exceed the Revolver Sublimit; provided further that the Swingline Bank shall not make any Swingline Loan if any Bank is at that time a Defaulting Bank, unless the Swingline Bank has entered into arrangements, including the delivery of Cash Collateral by such Defaulting Bank, satisfactory to the Swingline Bank (in its sole discretion) to eliminate the Swingline Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iv)) with respect to such Defaulting Bank arising from either the Swingline Loan then proposed to be made or all other Swingline Loans as to which the Swingline Bank has actual or potential Fronting Exposure to such Bank, as it may elect in its sole discretion. Within the foregoing limits, and subject to and on the terms and conditions hereof, the Borrowers may borrow Loans and obtain Letters of Credit on a revolving basis.

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. (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.

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 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 until the earlier of one Business Day prior to the Final Maturity Date and the termination of the Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not (subject to the provisions of Sections 10.10 and 10.11) result in such Lender’s Revolving Exposure exceeding the lesser of (aA) such Lender’s Revolving Credit Exposure exceeding Commitment less such Lender’s Commitment or Pro Rata Percentage of any Line Reserve and (bB) such Lender’s Pro Rata Percentage multiplied by the sum of Borrowing Base then in effect. Within the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood limits set forth above 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 terms, conditions 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, 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, pay or prepay and reborrow Revolving Loans. On the Closing Date and prior to any Borrowing hereunder, each Lender that was not a Lender under the Original Credit Agreement or whose Pro Rata Percentage is increasing from that in effect under the Original Credit Agreement as of the Closing Date (the “Increasing Commitment Lenders”) shall purchase Revolving Loans from each other Lender on the Closing Date such that after giving effect to such purchase its outstanding Revolving Loans shall equal its Pro Rata Percentage of the Revolving Loans of all Lenders outstanding as of the Closing Date. Upon the Closing Date any lender under the Original Credit Agreement that is not a party to this Agreement shall be deemed to have its Commitment thereunder and hereunder reduced to zero and shall be promptly paid all amounts owing to such lender under the Original Credit Agreement.

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Term Lender severally, and not jointly, agrees to make Initial Term Loans to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (ii) each Revolving Lender severally, and not jointly, agrees to make Revolving Loans to the Borrower in Dollars at any time and from time to time during on and 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 Lender in an aggregate principal amount that will not result in (a) accordance with the terms hereof; provided that, after giving effect to any Borrowing of Revolving Loans, the Outstanding Amount of such Lender’s Revolving Credit Exposure exceeding shall not exceed such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided further that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously Revolving Loans 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 Closing 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 Dateexceed $10,000,000. Within the foregoing limits 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 the Term Loans may not be reborrowed. (b) Subject to the terms and conditions of this Agreement, each Lender and each Additional Lender with an Additional Term Commitment for a given Class of Incremental Term Loans severally agrees to make Incremental Term Loans to the Borrower, which Incremental Term Loans shall not exceed for any such Lender or Additional Lender at the time of any incurrence thereof, the Additional Term Commitment of such Lender or Additional Lender for such Class on the respective Incremental Term Loan Borrowing Date. Notwithstanding the foregoing, if the applicable Additional Term Commitment in respect of any Incremental Term Loan Borrowing Date is not drawn on such Incremental Term Loan Borrowing Date, the undrawn amount shall automatically be cancelled. Amounts repaid or prepaid in respect of such Incremental Term Loans may not be reborrowed.

Commitments. Subject to the terms and conditions set forth herein, each : (a) Each Revolving Lender agrees to make Revolving Loans in U.S. 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) in (a) the Dollar Amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum 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 may borrow, prepay and reborrow Revolving Loans; and (b) Each Term Lender agreed to make a Closing Date Term Loan in U.S. Dollars to the Borrower on the Effective Date in an amount not to exceed such Lender’s Closing Date Term Loan Commitment. Amounts repaid or prepaid in respect of Closing Date Term Loans may not be reborrowed. Each Closing Date Term Loan made to the Borrower on the Effective Date shall result in an immediate and permanent reduction in the Closing Date Term Loan Commitment in the principal amount of such Term Loan so made, to be shared by the Term Lenders in accordance with Term Lender’s Applicable Percentage then in effect. Notwithstanding the foregoing, the definition of “Term Loans” shall mean and include references to both Closing Date Term Loans and Delayed Draw Term Loans once the Delayed Draw Term Loans are funded; and (c) Each Term Lender made certain term loans in U.S. Dollars to the Borrower (“Delayed Draw Term Loans”) funded at one time and in one borrowing on or after the Effective Date and on or prior to the Delayed Draw Term Loan Commitment Termination Date, in such Term Lender’s Applicable Percentage of such aggregate amounts as Borrower may request for such Delayed Draw Term Loans; provided, that after giving effect to such Delayed Draw Term Loans, for each Lender, such Term Lender’s Applicable Percentage of the Delayed Draw Term Loans will not at any time exceed its Delayed Draw Term Loan Commitment. Delayed Draw Term Loans that are repaid or prepaid by Borrower, in whole or in part, may not be reborrowed. The amount of the Delayed Draw Term Loans must be a minimum of at least $500,000 or such lesser amount that is the remaining undrawn Delayed Draw Term Loan Commitment. The Delayed Draw Term Loan Commitment shall automatically reduce to $0, and the commitments of Lenders to make Delayed Draw Term Loans shall automatically terminate, on the Delayed Draw Term Loan Commitment Termination Date. All other terms and provisions of the Delayed Draw Term Loans (if any) shall be identical to the Term Loans. Unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Delayed Draw Term Loans, once funded. The failure of any Lender to make any Delayed Draw Term Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Delayed Draw Term Loans as required. The Delayed Draw Term Loans shall amortize as set forth in Section 2.10. Notwithstanding the foregoing, as of the Second Amendment Effective Date, the Delayed Draw Term Loan Commitment Termination Date has occurred and the Delayed Draw Term Loan Commitment have reduced to $0.