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 terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Loans Credit Loan”) to the Borrower in Dollars from time to time time, on any Business Day during the Availability Period Period, in an aggregate principal amount that will not result in (a) to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure exceeding of such Revolving Lender shall not exceed such Revolving Lender’s Commitment Revolving Credit Commitment. Within the limits of each Revolving ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term 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 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 Term Lender severally and not jointly agrees to make a single loan to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans Borrower on the Restatement Effective Date in an amount not less than its Commitment under this Agreementto exceed such Term Lender’s Term Commitment; provided, which Existing however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall constitute Revolving not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any made by such Term Lender under the Existing Credit Agreement shall not exceed such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Term Lender’s outstanding Revolving Term Commitment. Term Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving that are repaid or prepaid may not be reborrowed. Term Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

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

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

Commitments. Subject to the terms and conditions 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) From and including the Closing Date to but excluding the terms and conditions set forth hereinFacility Termination Date, each Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thatseverally agrees, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to on the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to make loans to the satisfaction of the reallocation Borrower (each such loan, a “Revolving Loan” and other transactions described in Section 1.06collectively, the Existing Loans shall be reevidenced as “Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans under requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the terms of Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Existing Loans shall be restated in their entirety Facility Termination Date. (b) From and shall be evidenced by this Agreementincluding the Closing Date to but excluding the Facility Termination Date, and (z) subject to each Lender severally agrees, on the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchaseparticipate in Facility LCs issued upon the request of the Borrower, on provided that after giving effect to the Restatement Effective Dateissuance of each such Facility LC, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans Outstanding Credit Exposure shall not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth hereinin Section 2.18. (c) From and including the Closing Date to but excluding the Facility Termination Date, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Outstanding Credit Exposure would exceed its Commitment at such time, provided that no Advance of Swingline Loans shall be made if, immediately after giving effect thereto, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, prepay repay (including by means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Revolving Swingline Loans at any time prior to the Facility Termination Date, provided that the Borrower may not borrow Swingline Loans the proceeds of which are used to repay outstanding Swingline Loans.

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

Commitments. Subject to On the terms and subject to the conditions of this Agreement, the Lenders, the Issuer and the Loan Note Guarantor severally agree to make Credit Extensions as set forth hereinbelow. SECTION 2.1.1 Revolving Loan Commitment, Swing Line Loan Commitment and Other Currency Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a Revolving Loan Commitment (referred to as a "Revolving Loan Lender") agrees that it will make loans (relative to make such Lender, its "Revolving Loans") in Dollars to the Borrowers equal to such Lender's Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by such Borrower to be made on such day; (b) the Swing Line Lender agrees that it will make loans (its "Swing Line Loans") in Dollars to the Borrowers equal to the principal amount of the Swing Line Loan requested by such 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"; and (c) the Other Currency Lender agrees that it will make loans (its "Other Currency Loans") in Other Currency to the Borrowers equal to the principal amount of the Other Currency Loan requested by such Borrower to be made on such day. The Commitment of the Other Currency Lender described in this clause is herein referred to as its "Other Currency Loan Commitment". 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, Swing Line Loans and Other Currency Loans. No Revolving Loan Lender shall be 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 (without giving effect to amounts used for the U.K. Refinancing), together with such Lender's Percentage of the aggregate amount of all Swing Line Loans, Letter of Credit Outstandings, Loan Note Guaranty Obligations and Other Currency Loans, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be 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 (without giving effect to amounts used for the U.K. Refinancing) plus the Swing Line Lender's Percentage of the aggregate amount of Letter of Credit Outstandings plus the Swing Line Lender's Percentage of the aggregate amount of Other Currency Loans plus the Swing Line Lender's Percentage of the aggregate amount of all Loan Note Guaranty Obligations would exceed the Swing Line Lender's Percentage of the then existing Revolving Loan Commitment Amount. Additionally, the Other Currency Lender shall not be required to make Other Currency Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Other Currency Loans would exceed the then existing Other Currency Loan Commitment Amount or (ii) unless otherwise agreed to by the Other Currency Lender, in its sole discretion, the sum of all Other Currency Loans and Revolving Loans made by the Other Currency Lender (without giving effect to amounts used for the U.K. Refinancing) plus the Other Currency Lender's Percentage of the aggregate amount of Letter of Credit Outstandings plus the Other Currency Lender's Percentage of the aggregate amount of all Swing Line Loans plus the Other Currency Lender's Percentage of the aggregate amount of all Loan Note Guaranty Obligations would exceed the Other Currency Lender's Percentage of the then existing Revolving Loan Commitment Amount.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans to the Borrower in Dollars Borrower, from time to time during the Availability Period Period, in an aggregate principal amount outstanding at any time that will not result in (a) such Lender’s 's Revolving Credit Exposure exceeding such Lender’s 's Revolving Commitment or (b) the sum of the total aggregate Revolving Credit Exposures of all Lenders exceeding the Aggregate Commitment; provided that it is understood and agreed thatRevolving Commitments. During the Availability Period, (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 shall be entitled to as the “Existing Loans”)borrow, (y) subject to prepay and reborrow Revolving Loans in accordance with the terms and conditions set forth in of this Agreement; provided, that the Borrower and each may not borrow or reborrow should there exist a Default or Event 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 Default. (zb) subject Subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to make a single loan (each, a "TERM LOAN") to the reallocation and other transactions described Borrower on the Closing Date in Section 1.06 and (other than a principal amount equal to the Term Loan Commitment of such Lender; provided, that if for any Lender holding Existing reason the full amount of such Lender's Term Loan Commitment is not fully drawn on the Closing Date, the undrawn portion thereof shall automatically be cancelled. The Term Loans in an amount not less than its Commitment under this Agreementmay be, which Existing from time to time, Base Rate Loans or Eurodollar Loans or a combination thereof; provided, that on the Closing Date, all Term Loans shall constitute Revolving be Base Rate Loans hereunderunless the Administrative Agent shall have received written notice from the Borrower prior to 11:00 a.m. three (3) agrees Business Days prior to purchasethe Closing Date that such Term Loans are to be Eurodollar Loans, on such notice to contain substantially 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 same information as is necessary required under Section 2.3 for Revolving Borrowings as well as an agreement from the Borrower to cause indemnify the Agent and each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Lenders in a manner consistent with Section 2.18 hereof for any loss, cost or expense resulting from the failure by the Borrower to borrow such Eurodollar Loans on the Restatement Effective date specified in such notice. The execution and delivery of this Agreement by the Borrower and the satisfaction of all conditions precedent pursuant to Section 3.1 shall be deemed to constitute the Borrower's request to borrow the Term Loans on the Closing Date. Within In the foregoing limits and subject to event the terms and conditions set forth hereinBorrower prepays a Term Loan in accordance with Section 2.11, the Borrower principal amount repaid may borrow, prepay and reborrow Revolving Loansnot be reborrowed.

Commitments. Subject to the terms and conditions set forth hereinherein and, 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 and, (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, the Borrower may borrow, prepay and reborrow Revolving Loans.thereof as reasonably necessary to ensure such fungibility)

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

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

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

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

Commitments. 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 Borrower and Guarantors hereby acknowledge and agree that on the Effective Date, following satisfaction of all conditions thereto as provided herein, the amount of each Lender’s Revolving Credit Exposure exceeding Commitment, Term Loan Commitment and Total Commitment shall be the amount set forth on Schedule 1.1 attached to this Amendment. In connection with the execution of this Amendment, (i) each Revolving Credit Lender whose Revolving Credit Commitment is increasing shall be issued a replacement Revolving Credit Note in the principal face amount of its Revolving Credit Commitment as of the date of this Amendment (except to the extent such Lender’s Revolving Credit Lender has an existing Revolving Credit Note in the principal face amount equal to or greater than its Revolving Credit Commitment as of the date of this Amendment), which will be a “Revolving Credit Note” under the Credit Agreement and other Loan Documents, and (ii) each Term Loan Lender whose Term Loan Commitment is increasing shall be issued a replacement Term Loan Note in the principal face amount of its Term Loan Commitment as of the date of this Amendment (except to the extent such Term Loan Lender has an existing Term Loan Note in the principal face amount equal to or greater than its Term Loan Commitment as of the date of this Amendment), which will be a “Term Loan Note” under the Credit Agreement and other Loan Documents. (b) On 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 the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage (as in effect after the effectiveness of this Amendment) of the outstanding Revolving Credit Loans, and those Revolving Credit Lenders whose Revolving Credit Commitment is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment or Revolving Credit Commitment Percentage is decreasing (including, without limitation, to the Exiting Lender (as defined below)) as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans. The foregoing reallocation of the Revolving Credit Loans shall be deemed to have occurred with the same force and effect as if the same were assignments of such Revolving Credit Commitments evidenced by an Assignment and Acceptance Agreement; provided, however, that, except for the Revolving Credit Notes to be issued pursuant to Section 3(a) above, no other documents, instruments or assignment fees shall be, or shall be required to be, executed or paid in connection with such reallocation (all of which are hereby waived, as necessary). The Agent is authorized and directed to make such adjustments and entries in its books and records (including the register for the Revolving Credit Loans) as necessary to reflect such reallocations. (c) On the Effective Date, the outstanding principal balance of the existing Term Loans shall be reallocated among the Term Loan Lenders such that the outstanding principal amount of such Term Loans owed to each Term Loan Lender shall be equal to such Term Loan Lender’s Term Loan Commitment Percentage (as in effect after the effectiveness of this Amendment) of the existing outstanding Term Loans, and those Term Loan Lenders whose Term Loan Commitment is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Term Loan Lenders whose Term Loan Commitment or Term Loan Commitment Percentage is decreasing (including, without limitation, to the Exiting Lender) as necessary to accomplish the required reallocation of the existing outstanding Revolving Credit Loans. The foregoing reallocation of the Term Loans shall be deemed to have occurred with the same force and effect as if the same were assignments of such Term Loans evidenced by an Assignment and Acceptance Agreement; provided, however, that, except for the Term Loan Notes to be issued pursuant to Section 3(a) above, no other documents, instruments or assignment fees shall be, or shall be required to be, executed or paid in connection with such reallocation (all of which are hereby waived, as necessary). The Agent is authorized and directed to make such adjustments and entries in its books and records (including the register for the Term Loans) as necessary to reflect such reallocations. (d) On the Effective Date, BMO Bank, N.A. (“Exiting Lender”) shall cease to be a Lender under, or a party to, the Credit Agreement and the other Loan Documents. As a condition to the effectiveness of this Amendment, Borrower shall pay to the Agent for the account of Exiting Lender all outstanding interest, fees and other amounts due or accrued and unpaid to Exiting Lender under the Existing Credit Agreement which remain and the other Loan Documents (it being understood that the outstanding as principal balance of the Restatement Revolving Credit Loans and Term Loans payable to Exiting Lender on the Effective Date (such outstanding loans being hereinafter referred to as shall be paid by the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each advances made by certain of the Lenders agree that on the Restatement Effective Date but subject pursuant to the satisfaction Sections 3(b) and 3(c) of this Amendment, respectively, as a part 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 Revolving Credit Loans shall be restated in their entirety and shall be evidenced by this AgreementTerm Loans contemplated thereby), and (z) subject the Agent shall remit such amounts to the terms and conditions set forth herein, each Exiting 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 ▇▇▇▇▇▇▇▇, Guarantors, Agent and subject Lenders hereby consent to the making of all such payments to Exiting Lender as contemplated in Sections 3(b) and 3(c) above and in this Section 3(d). Upon the making of such payments to Exiting Lender, except for those terms, conditions, and provisions, which by their express terms and conditions set forth hereinsurvive the termination of any Lender’s obligations under the Loan Documents (including, without limitation, any applicable indemnification or reimbursement provisions), Exiting Lender shall have no further rights, duties or obligations with respect to or under the Borrower may borrow, prepay and reborrow Revolving LoansLoan Documents.

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

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

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

Commitments. Subject to the terms and conditions set forth herein, (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. 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 and reborrow repay (including by means of an Advance of Revolving Loans.Loans pursuant to Section

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

Commitments. Subject (a) From and including the Closing Date to but excluding the terms and conditions set forth hereinFacility Termination Date, each Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thatseverally agrees, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to on the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to make loans to the satisfaction of the reallocation Borrower (each such loan, a “Revolving Loan” and other transactions described in Section 1.06collectively, the Existing Loans shall be reevidenced as “Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans under requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the terms of Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Existing Loans shall be restated in their entirety Facility Termination Date. (b) From and shall be evidenced by this Agreementincluding the Closing Date to but excluding the Facility Termination Date, and (z) subject to each Lender severally agrees, on the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchaseparticipate in Facility LCs issued upon the request of the Borrower, on provided that after giving effect to the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause issuance of each such LenderFacility LC, such ▇▇▇▇▇▇’s outstanding Revolving Loans Outstanding Credit Exposure shall not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth hereinin Section 2.18. (c) From and including the Closing Date to but excluding the Facility Termination Date, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Outstanding Credit Exposure would exceed its Commitment at such time, provided that no Advance of Swingline Loans shall be made if, immediately after giving effect thereto, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, prepay repay (including by means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Revolving Loans.Swingline Loans at any time prior to the Facility Termination Date,

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

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

Commitments. Subject (a) 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 and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees holding an Initial Revolving Commitment agrees, severally and not jointly, to make Initial Revolving Loans to the Borrower in Dollars or in one or more Alternative Currencies, at any time and from time to time during on and after the Availability Period date hereofRestatement Date, and until the earlier of the Initial Revolving Maturity Date and the termination of the Initial Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) Initial Revolving Commitment. Within the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions limits set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits 2.01 and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. (i) Subject to the terms and conditions and relying upon the representations and warranties herein set forth and in the Second Amendment, each Lender listed under Part II of Schedule 2.01 hereto that is not an Existing Revolving Lender (each such Lender a “New 2020 Revolving Lender”) and each Lender listed under Part II of Schedule 2.01 that is an Existing Revolving Lender (each such Lender, an “Exchanging Revolving Lender” and, together with the New 2020 Revolving Lenders, the “2020 Revolving Lenders”) agrees, severally and not jointly, to make 2020 Revolving Loans to the Borrower in Dollars or in one or more Alternative Currencies, at any time and from time to time on and after the Second Amendment Closing Date, and until the earlier of the 2020 Revolving Maturity Date and the termination of the 2020 Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Credit Exposure exceeding such Lender’s 2020 Revolving Commitment. Within the limits set forth in this Section 2.01 and subject to the terms, conditions and limitations set forth herein and in the Second Amendment, the Borrower may borrow, pay or prepay and reborrow Loans; provided, that Exchanging Revolving Lenders shall make their respective 2020 Revolving Loans by exchanging their Initial Revolving Loans for 2020 Revolving Loans in lieu of their pro rata portion of the prepayment of Initial Revolving Loans pursuant to Section 2.12. (ii) Subject to the terms and conditions hereof, on the Second Amendment Closing Date, upon execution of the Second Amendment by an Exchanging Revolving Lender and the indication on such Lender’s signature page that such Exchanging Revolving Lender elects to exchange all of such Lender’s Initial Revolving Commitments for 2020 Revolving Commitments, the amount of 1005940296v112 Initial Revolving Commitments held by such Exchanging Revolving Lender shall be exchanged for the amount of such Exchanging Revolving Lender’s 2020 Revolving Commitment as set forth under Part II of Schedule 2.01 hereto.

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

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

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

Commitments. Subject to On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth herein, below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the 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. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees holding an Initial Revolving Commitment agrees, severally and not jointly, to make Initial Revolving Loans to the Borrower in Dollars or in one or more Alternative Currencies, at any time and from time to time during on and after the Availability Period date hereofRestatement Date, and until the earlier of the Initial Revolving Maturity Date and the termination of the Initial Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) Initial Revolving Commitment. Within the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions limits set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits 2.01 and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. (i) Subject to the terms and conditions and relying upon the representations and warranties herein set forth and in the Second Amendment, each Lender listed under Part II of Schedule 2.01 hereto that is not an Existing Revolving Lender (each such Lender a “New 2020 Revolving Lender”) and each Lender listed under Part II of Schedule 2.01 that is an Existing Revolving Lender (each such Lender, an “Exchanging Revolving Lender” and, together with the New 2020 Revolving Lenders, the “2020 Revolving Lenders”) agrees, severally and not jointly, to make 2020 Revolving Loans to the Borrower in Dollars or in one or more Alternative Currencies, at any time and from time to time on and after the Second Amendment Closing Date, and until the earlier of the 2020 Revolving Maturity Date and the termination of the 2020 Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Credit Exposure exceeding such Lender’s 2020 Revolving Commitment. Within the limits set forth in this Section 2.01 and subject to the terms, conditions and limitations set forth herein and in the Second Amendment, the Borrower may borrow, pay or prepay and reborrow Loans; provided, that Exchanging Revolving Lenders shall make their respective 2020 Revolving Loans by exchanging their Initial Revolving Loans for 2020 Revolving Loans in lieu of their pro rata portion of the prepayment of Initial Revolving Loans pursuant to Section 2.12. (ii) Subject to the terms and conditions hereof, on the Second Amendment Closing Date, upon execution of the Second Amendment by an Exchanging Revolving Lender and the indication on such Lender’s signature page that such Exchanging Revolving Lender elects to exchange all of such Lender’s Initial Revolving Commitments for 2020 Revolving Commitments, the amount of Initial Revolving Commitments held by such Exchanging Revolving Lender shall be exchanged for the amount of such Exchanging Revolving Lender’s 2020 Revolving Commitment as set forth under Part II of Schedule 2.01 hereto.

Commitments. Subject A. Each Lender agrees to the terms of this Fourth Amendment and conditions agrees that, as of the Fourth Amendment Effective Date (i) the amount of its Revolving Loan Commitment under and as defined in the Credit Agreement shall be as set forth herein, each Lender agrees to make Revolving Loans in Schedule I-A to the Borrower in Dollars from time to time during Credit Agreement under the Availability Period in an aggregate principal amount that will not result in (a) heading “Revolving Loan Commitment” opposite such Lender’s name and (ii) the amounts of its respective Alternate Currency Revolving Loan Sub-Commitments under and as defined in the Credit Exposure exceeding Agreement shall be as set forth in Schedule I-B to the Credit Agreement under the respective Alternate Currency Loan Sub-Commitment opposite such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood name. Each Lender hereby confirms and agreed that, (x) prior assumes and agrees to perform its respective Commitments set forth on Schedules I-A and I-B to the Restatement Credit Agreement. B. On the Fourth Amendment Effective Date, certain revolving loans were previously made participating interests in Letters of Credit and Swingline Loans outstanding on the Fourth Amendment Effective Date shall be reallocated to give effect to the Borrower respective Commitments set forth in Schedules I-A and I-B to the Credit Agreement. C. On the Fourth Amendment Effective Date, each Existing Lender that is not a party to the Fourth Amendment shall cease to be a Lender under the Credit Agreement unless otherwise agreed by such Lender. Notwithstanding the foregoing, for the avoidance of doubt, Banco ▇.▇. ▇▇▇▇▇▇ S.A. shall continue to be a Lender under the Brazilian Reais Revolving Loan Sub-Commitment. D. On the Fourth Amendment Effective Date, Letters of Credit issued under the Existing Credit Agreement which remain and outstanding as of on the Restatement Fourth Amendment Effective Date (such outstanding loans being hereinafter referred shall be deemed to be re-issued on the Fourth Amendment Effective Date as Letters of Credit under the “Existing Loans”)Credit Agreement. E. On the Fourth Amendment Effective Date, (y) subject each of Bank of America, Bank of America, London Branch, Bank of America, Toronto Branch and Citi agrees to become a Swingline Lender under the terms Credit Agreement having the commitments, rights and conditions obligations set forth in this the Credit Agreement. As used herein, Borrower “Citi” means Citibank, N.A. and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction its domestic or foreign branches, Subsidiaries or Affiliates which makes a Swingline Loan or issues a Letter 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 LoansCredit.

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (a) the amount of such ▇▇▇▇▇▇’s Outstanding Revolving Credit exceeding such ▇▇▇▇▇▇’s Revolving Commitment. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may, subject to Section 2.10(f), from time to time be Term Benchmark Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Credit Exposure exceeding such Lender’s Commitment or Loans as required. (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 Agreementhereof, Borrower and each of the Lenders agree that on at any time from the Restatement Effective Date but subject to the satisfaction Delayed Draw Term A Loan Commitment Expiration Date, each Delayed Draw Term A Lender severally agrees to make Delayed Draw Term A Loans denominated in Dollars to the Borrower in a single drawing on the Delayed Draw Term A Loan Funding Date by wire transfer of immediately available funds by 4:00 p.m., New York City time, to the reallocation account specified therefor by the Administrative Agent in an aggregate principal amount equal to such Delayed Draw Term A Lender’s Delayed Draw Term A Loan Commitment. The Administrative Agent will make such Delayed Draw Term A Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account designated by the Borrower in the applicable Committed Loan Notice. Amounts borrowed under this Section 2.01(b) and other transactions described in Section 1.06repaid or prepaid may not be reborrowed. (c) At the commencement of each Interest Period for any Term Benchmark Borrowing, the Existing Loans such Borrowing 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 aggregate principal amount that is an integral multiple of $1,000,000 and not less than its Commitment under this Agreement$5,000,000. At the time that each ABR Borrowing is made, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, Borrowing shall be Revolving Loans hereunder) in an aggregate principal amount that is an integral multiple of $100,000 and not less than $500,000; provided that an ABR Borrowing may be in an aggregate principal amount that is equal to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage the entire unused balance of the aggregate Revolving Loans on applicable outstanding Commitment. Borrowings of more than one Type and Class may be outstanding at the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loanssame time; provided that there shall not at any time be more than a total of 10 Term Benchmark Borrowings outstanding.

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.

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

Commitments. Subject 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 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 Revolving Credit Exposure exceeding Commitment, Term Loan A Commitment, Term Loan B Commitment and Commitment, and the amount of each Lender’s Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage, Term Loan B Commitment Percentage and Commitment Percentage, shall be the amount set forth on Schedule 1.1 attached hereto. In connection with the increase of the Total Revolving Credit Commitment, the Total Term Loan A Commitment, the Total Term Loan B Commitment, and the Total Commitment, each of Capital One, National Association, and Mizuho Bank, Ltd. (each individually a “New Lender” and collectively, the “New Lenders”) shall be issued a Revolving Credit Note in the principal face amount of its Revolving Credit Commitment, which will be a “Revolving Credit Note” under the Credit Agreement, a Bid Loan Note in the principal face amount of the Bid Loan Sublimit, which will be a “Bid Loan Note” under the Credit Agreement, a Term Loan A Note in the principal face amount of its Term Loan A Commitment, which will be a “Term Loan A Note” under the Credit Agreement, a Term Loan B Note in the principal face amount of its Term Loan B Commitment, which will be a “Term Loan B Note” under the Credit Agreement, and each New Lender shall be a Lender under the Credit Agreement. Each of Lenders identified on Schedule 2 attached hereto (the “Existing Modifying Lenders”) shall receive a Revolving Credit Note, Term Loan A Note, and Term Loan B Note, as applicable, based on its respective Revolving Credit Commitment, Term Loan A Commitment and Term Loan B Commitment as set forth on Schedule 1.1 attached hereto, and a Bid Loan Note in the principal face amount of the Bid Loan Sublimit, which Notes shall be replacements for such Lender’s Commitment or existing Notes and shall not be a novation. (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 Dateeach New 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 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 Revolving Credit Commitment as required under §2.1 of the Credit Agreement, the obligation to make a Term Loan A with respect to its Term Loan A Commitment as provided in §2.2(a) of the Credit Agreement, the obligation to make a Term Loan B with respect to its Term Loan B Commitment as provided in §2.2(b) 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, the obligation to participate in Swing Loans as provided in §2.5 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, Joint Lead Arrangers and Bookrunners, Co-Syndication Agent, or on any affiliate or subsidiary thereof or any other Lender and based on the financial statements supplied by the Borrower and 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, neither the Agent nor any of the Joint Lead Arrangers and Bookrunners or Co-Syndication Agent shall have any 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, Joint Lead Arrangers and Bookrunners, Co-Syndication Agent, or any other Lender 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; (ii) confirms that it has received copies of the Credit Agreement, financial statements prepared by Borrower and such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this agreement; (iii) agrees that it has and will, independently and without reliance upon any Lender, the Agent, the Joint Lead Arrangers and Bookrunners, or the Co-Syndication 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 Loans, the Loan Documents, the creditworthiness of the Borrower and the Guarantors and the value of the assets of the Borrower and the Guarantors, and taking or not taking action under the Loan Documents; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents; and (v) 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. (c) By its signature below, each Existing Modifying Lender hereby agrees to perform all obligations with respect to its respective Commitment as set forth in this AgreementAmendment, which obligations shall include, but shall not be limited to, the obligation to make Revolving Credit Loans to the Borrower and each with respect to its Revolving Credit Commitment as required under §2.1 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 Credit Agreement, the terms obligation to make a Term Loan A with respect to its Term Loan A Commitment as provided in §2.2(a) of the Existing Credit Agreement, the obligation to make a Term Loan B with respect to its Term Loan B Commitment as provided in §2.2(b) 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, the obligation to participate in Swing Loans shall be restated as provided in their entirety and shall be evidenced by this §2.5 of the Credit Agreement, and in any case the obligation to indemnify the Agent as provided therein. (zd) subject On the effective date of this Amendment, the Term Loan A Lenders that are New Lenders or an Existing Modifying Lender that is increasing its Term Loan A Commitment shall fund such amounts to Agent. In connection therewith, (i) Fifty Million and No/100 Dollars ($50,000,000.00) of the terms and conditions set forth hereinfunds so advanced shall be advanced to Borrower, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than ii) 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, remaining amounts shall be distributed among the Term Loan A Lenders whose Term Loan A Commitment is decreasing as necessary to accomplish the required reallocation of the outstanding Term Loans A such that the outstanding principal amount of Term Loans A owed to each Term Loan A Lender shall be equal to such Term Loan A Lender’s Term Loan A Commitment (as in effect after the effectiveness of this Amendment). (e) On the effective date of this Amendment, the Term Loan B Lenders that are New Lenders or an Existing Modifying Lender that is increasing its Term Loan B Commitment shall fund such amounts to Agent. In connection therewith, (i) One Hundred Fifty Million and No/100 Dollars ($150,000,000.00) of the funds so advanced shall be advanced to Borrower, and (ii) any remaining amounts shall be distributed among the Term Loan B Lenders whose Term Loan B Commitment is decreasing as necessary to accomplish the required reallocation of the outstanding Term Loans B such that the outstanding principal amount of Term Loans B owed to each Term Loan B Lender shall be equal to such Term Loan B Lender’s Term Loan B Commitment (as in effect after the effectiveness of this Amendment). (f) On the effective date of this Amendment, the Revolving Loans hereunder) and Credit Lenders shall fund so much of the increase of the Revolving Credit Commitment to make additional Revolving Loans to Borrower Agent as is necessary in order that the outstanding principal balance of the Revolving Credit Loans prior to cause the effectiveness of this Amendment shall be reallocated among the Revolving Credit Lenders such that the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Revolving Credit Lender’s Revolving Credit Commitment (as in effect after the effectiveness of this Amendment), and (ii) the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Credit Loans.

Commitments. Subject (a) From and including the Closing Date to but excluding the terms and conditions set forth hereinFacility Termination Date applicable to such Lender, each Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thatseverally agrees, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to on the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to make loans to the satisfaction of the reallocation Borrower (each such loan, a “Revolving Loan” and other transactions described in Section 1.0615484836v115484836v9 collectively, the Existing Loans shall be reevidenced as “Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans under requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the terms of Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Existing Loans shall be restated in their entirety applicable Facility Termination Date. (b) From and shall be evidenced by this Agreementincluding the Closing Date to but excluding the Facility Termination Date applicable to such Lender, and (z) subject to each Lender severally agrees, on the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchaseparticipate in Facility LCs issued upon the request of the Borrower, on provided that after giving effect to the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause issuance of each such LenderFacility LC, such ▇▇▇▇▇▇’s outstanding Revolving Loans Outstanding Credit Exposure shall not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth hereinin Section 2.18. (c) From and including the Closing Date to but excluding the applicable Facility Termination Date applicable to the Swingline Lender, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Outstanding Credit Exposure would exceed its Commitment at such time,; provided that no Advance of Swingline Loans shall be made if, immediately after giving effect thereto, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, prepay repay (including by means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Revolving Swingline Loans at any time prior to the Facility Termination Date applicable to the Swingline Lender, provided that the Borrower may not borrow Swingline Loans the proceeds of which are used to repay outstanding Swingline Loans.

Commitments. Subject (a) From and including the Closing Date to but excluding the terms and conditions set forth hereinFacility Termination Date, each Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed thatseverally agrees, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to on the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to make loans to the satisfaction of the reallocation Borrower (each such loan, a “Revolving Loan” and other transactions described in Section 1.06collectively, the Existing Loans shall be reevidenced as “Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans under requested by the Borrower, provided that after giving effect to the making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the terms of Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Existing Loans shall be restated in their entirety Facility Termination Date. (b) From and shall be evidenced by this Agreementincluding the Closing Date to but excluding the Facility Termination Date, and (z) subject to each Lender severally agrees, on the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchaseparticipate in Facility LCs issued upon the request of the Borrower, on provided that after giving effect to the Restatement Effective Dateissuance of each such Facility LC, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans Outstanding Credit Exposure shall not exceed its Commitment. The LC Issuers will issue Facility LCs hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth hereinin Section 2.18. (c) From and including the Closing Date to but excluding the Facility Termination Date, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Outstanding Credit Exposure would exceed its Commitment at such time, provided that no Advance of Swingline Loans shall be made if, immediately after giving effect thereto, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, prepay repay (including by means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Revolving Loans.Swingline Loans at any time prior to the Facility Termination Date,

Commitments. (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. (a) [Reserved]. (b) [Reserved]. (c) [Reserved]. (d) [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) [Reserved]. (h) [Reserved]. (i) [Reserved]. (j) [Reserved]. (k) [Reserved]. (h) Subject to and upon the terms and conditions set forth in the FifthEleventh Amendment, each Replacement Term B-3-6 Lender severally, and not jointly, agrees to make a Replacement Term B-3-6 Loan to the Borrower on the FifthEleventh Amendment Effective Date in Dollars in a principal amount not to exceed its Replacement Term B-3-6 Loan Commitment. Subject to and upon the terms and conditions set forth in the FifthEleventh Amendment, each Incremental Term B-3-6 Lender severally, and not jointly, agrees to make ▇▇▇ Incremental Term B-3-6 Loan to the Borrower on the FifthEleventh Amendment Effective Date in Dollars in a principal amount not to exceed its Incremental Term B-3-6 Loan Commitment. Amounts paid or prepaid in respect of the Incremental Term B-3 Loans and Replacement Term B-3-6 Loans and Incremental Term B-6 Loans may borrownot be reborrowed. For the avoidance of doubt, prepay the Replacement Term B-3-6 Loans and reborrow Revolving the Incremental Term B-3-6 Loans shall constitute, and shall be treated as, a single Classclass of “Term B-3-6 Loans” and “Term Loans” under the Loan Documents, and as a separate Class of “Term Loans” from the “Term B-7 Loans” and the “Term B-8 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”, 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”, 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 EleventhTwelfth Amendment, each Replacement Term B-6-7 Lender severally, and not jointly, agrees to make a Replacement Term B-6-7 Loan to the Borrower on the EleventhTwelfth Amendment Effective Date in Dollars in a principal amount not to exceed its Replacement Term B-6-7 Loan Commitment. Subject to and upon the terms and conditions set forth in the EleventhTwelfth Amendment, each Incremental Term B-6-7 Lender severally, and not jointly, agrees to make aan Incremental Term B-6-7 Loan to the Borrower on the EleventhTwelfth Amendment Effective Date in Dollars in a principal amount not to exceed its Incremental Term B-6-7 Loan Commitment. Amounts paid or prepaid in respect of the Replacement Term B-6-7 Loans and Incremental Term B-6-7 Loans may not be reborrowed. For the avoidance of doubt, the Replacement Term B-6-7 Loans and Incremental Term B-6-7 Loans shall constitute, and shall be treated as, a single classClass of “Term B-6-7 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-5Term B-6 Loans” and the “Term B-7-8 Loans” under the Loan Documents. (m) Subject to and upon the terms and conditions set forth in the TwelfthThirteenth Amendment, each Replacement Term B-7-8 Lender severally, and not jointly, agrees to make a Replacement Term B-7-8 Loan to the Borrower on the TwelfthThirteenth Amendment Effective Date in Dollars in a principal amount not to exceed its Replacement Term B-7-8 Loan Commitment. Subject to and upon the terms and conditions set forth in the TwelfthThirteenth Amendment, each Incremental Term B-7-8 Lender severally, and not jointly, agrees to make an Incremental Term B-7-8 Loan to the Borrower on the TwelfthThirteenth Amendment Effective Date in Dollars in a principal amount not to exceed its Incremental Term B-7-8 Loan Commitment. Amounts paid or prepaid in respect of the Replacement Term B-7-8 Loans and Incremental Term B-7 Loans may not be reborrowed. For the avoidance of doubt, the Replacement Term B-7-8 Loans and Incremental Term B-7-8 Loans shall constitute, and shall be treated as, a single Class of “Term B-7-8 Loans” and “Term Loans” under the Loan Documents, and as a separate Class of “Term Loans” from the “2019 New Term B-6 Loans”, the and “Term B-3-7 Loans” , the “Term B-4 Loans”, the ”Term B-5 Loans” and the “Term B-6 Loans” under the Loan Documents.

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. 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 12640621v 24740.0002 44 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 (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 0) 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 herein set forth hereinforth, each Lender agrees agrees, severally and not jointly, (a) to make a Tranche A Term Loan to the Parent Borrower on the Closing Date in a principal amount not to exceed its Tranche A Term Loan Commitment, (b) to make a Tranche B Term Loan to the Parent Borrower on the Closing Date in a principal amount not to exceed its Tranche B Term Loan Commitment and (c) to make Revolving Loans to the Borrower in Dollars Borrowers, at any time and from time to time during the Availability Period applicable Revolving Credit Commitment Period, in an aggregate principal amount at any time outstanding that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment or as then in effect; provided that (bx) no Revolving Credit Lender shall make any Revolving Loans in any Alternative Currency if, after giving effect to the making of such Revolving Loan, the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as Dollar Equivalent of the Restatement Effective Date then outstanding Revolving Loans in Alternative Currencies and the then outstanding L/C Exposure in Alternative Currencies would exceed $150,000,000 (such outstanding loans being hereinafter referred to as the “Existing LoansAlternative Currency Sublimit”), ) and (y) subject the aggregate amount of Revolving Loans (the “Foreign Subsidiary Borrower Sublimit”) made to Foreign Subsidiary Borrowers shall at no time exceed $50,000,000 (it being understood that the terms Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans in any Alternative Currency and conditions the then outstanding L/C Exposure with respect to any Letters of Credit issued in an Alternative Currency on the date on which the Parent Borrower has given the Administrative Agent a Borrowing Request with respect to any Revolving Loan for purposes of determining compliance with this clause (c)). Within the limits set forth in this Agreement, Borrower and each clause (c) of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits preceding sentence and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

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

Commitments. (a) Subject to the terms and conditions 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 (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, the Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Outstanding Credit Exposure would exceed its Commitment at such time, provided that no Advance of Swingline Loans shall be made if, immediately after giving effect thereto, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, prepay repay (including by means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Revolving Swingline Loans at any time prior to the Facility Termination Date applicable to the Swingline Lender, provided that the Borrower may not borrow Swingline Loans the proceeds of which are used to repay outstanding Swingline Loans.

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

Commitments. 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. Subject You have requested that UBS commit to provide the Facilities and that UBSW agree to structure, arrange and syndicate the Facilities. UBS is pleased to advise you of its commitment to provide the entire amount of the Bank Facilities to Borrower upon the terms and subject to the conditions set forth herein, or referred to in this Commitment Letter and Annex III attached hereto. The commitment of UBS and each other Bank Lender agrees to make Revolving Loans (as defined below) hereunder is subject to the Borrower in Dollars from time to time during negotiation, execution and delivery of definitive documentation (the Availability Period in an aggregate principal amount that will not result in (a"Bank Documentation") 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 with respect to the Restatement Effective DateBank Facilities reasonably satisfactory to UBS and the other Bank Lenders reflecting, 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”)among other things, (y) subject to the terms and conditions set forth in the Bank Term Sheet, in Annex III attached to this AgreementCommitment Letter and in the letter of even date herewith addressed to you providing, Borrower and each among other things, for certain fees relating to the Bank Facilities (the "Bank Fee Letter"). In addition, UBS is pleased to advise you of its commitment to provide the entire amount of the Lenders agree that on Bridge Facility to Borrower upon the Restatement Effective Date but terms and subject to the satisfaction conditions set forth or referred to in this Commitment Letter and Annex III attached hereto (it being acknowledged that at any time prior to 5:00 p.m., New York City time, on April 15, 2002, Whitney & Co., LLC and/or its affiliates may commit in writing to participate in up to $55.0 million 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 Bridge Facility on the terms and conditions set forth hereinin the Bridge Term Sheet, which shall reduce the amount of UBS's commitments in respect of the Bridge Facility on a dollar for dollar basis). The commitment of UBS and each other Bridge Lender severally and not jointly agrees (as defined below) hereunder is subject to the reallocation negotiation, execution and delivery of definitive documentation (the "Bridge Documentation" and, together with the Bank Documentation, the "Financing Documentation") with respect to the Bridge Facility reasonably satisfactory to UBS and the other transactions described Bridge Lenders reflecting, among other things, the terms and condi- tions set forth in Section 1.06 the Bridge Term Sheet, in Annex III attached to this Commitment Letter and in the letter of even date herewith addressed to you providing, among other things, for certain fees relating to the Bridge Facilities (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreementthe "Bridge Fee Letter" and, which Existing Loans shall constitute Revolving Loans hereundertogether with the Bank Fee Letter, the "Fee Letters"). You agree that the closing date of the Acquisition and the Merger and the concurrent closing of the Facilities and, if applicable, the Notes Offering (the "Closing Date") 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) a date mutually agreed upon between you 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 us, but in any event shall not occur until the terms and conditions set forth hereinhereof, in Annex III attached hereto and in the Borrower may borrow, prepay and reborrow Revolving LoansTerm Sheets (including the conditions to initial funding) have been satisfied or have been waived by us in writing.

Commitments. (a) Prior to the Effective Date, certain “Revolving Loans” were made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. (b) Subject to the terms and conditions set forth herein, each Revolving Lender severally (and not jointly) agrees to make Revolving Loans in dollars to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (ai) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (bii) the sum of the total Aggregate Revolving Credit Exposures Exposure exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans; provided that the aggregate principal amount of Revolving Loans and Swingline Loans outstanding on the Effective Date (after giving effect to any Revolving Borrowing made on the Effective Date) shall not exceed $125,000,000. (c) Subject to the terms and conditions set forth herein, each Term Lender severally (and not jointly) agrees to make an Initial Term Loan in dollars to the Borrower, on the Effective Date, in a principal amount not to exceed such Term Lender’s Term Commitment. Amounts prepaid or repaid in respect of the Initial Term Loan may not be reborrowed.

Commitments. Subject (a) As of the “Effective Date” (as hereinafter defined) of this Amendment and following satisfaction of all conditions thereto as provided herein, the amount of each Term Loan A Lender’s including New Lender’s Term Loan A Commitment and the amount of each Revolving Credit Lender’s including New Lender’s Revolving Credit Commitment shall be the amount set forth on Schedule 1.1 attached hereto. In connection with the increase of the Total Term Loan A Commitments and the Total Revolving Credit Commitment, each Term Loan A Lender and Revolving Credit Lender that is increasing its Term Loan A Commitment and/or Revolving Credit Commitment shall be issued a replacement Term Loan A Note and/or Revolving Credit Note, as applicable, in the principal face amount of its Term Loan A Commitment or Revolving Credit Commitment, as applicable, which will be a “Term Loan A Note” or “Revolving Credit Note” under the Credit Agreement. Each such Term Loan A Note and Revolving Credit Note shall be a replacement Term Loan A Note or Revolving Credit Note, as applicable, and each increasing Lender will promptly return to Borrower its existing Term Loan A Note and/or Revolving Credit Note that is being replaced marked “Replaced”. Each Revolving Credit Lender shall receive a Bid Loan Note in the principal face amount of the Bid Loan Sublimit, which will be a Bid Loan Note under the Credit Agreement. Each such Bid Loan Note shall be a replacement Bid Loan Note, and each Revolving Credit Lender will promptly return to Borrower its existing Bid Loan Note that is being replaced marked “Replaced”. (b) In connection with the increase of the Total Commitment and pursuant to this Amendment and §2.11 of the Credit Agreement, New Lender shall on the Effective Date be issued a Term Loan A Note and a Revolving Credit Note in the principal face amount of its Term Loan A Commitment and Revolving Credit Commitment, respectively, which will be a “Term Loan A Note” and a “Revolving Credit Note” under the Credit Agreement, and on the Effective Date New Lender shall be a Lender under the Credit Agreement. New Lender makes and confirms to the Agent and the other Lenders all of the representations, warranties and covenants of a Lender under the Credit Agreement as if it were an original party to the Credit Agreement. Without limiting the foregoing, New Lender (a) represents and warrants that it is legally authorized to, and has full power and authority to, enter into this Amendment and perform its obligations under this Amendment, the Credit Agreement and the other Loan Documents; (b) 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 Amendment and become a party to the Credit Agreement; (c) agrees that it has made its own decision to become a Lender under the Credit Agreement without reliance upon any Lender, Agent, any Titled Agent or any affiliate or subsidiary of any thereof, and has and will, independently and without reliance upon any Lender, the Agent, any Titled Agent or any affiliate or subsidiary of any thereof 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 the Guarantors and the value of any collateral and any other assets of the Borrower and the Guarantors, and taking or not taking action under the Loan Documents; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents; (e) agrees that, by this Amendment, New Lender has become a party to and conditions 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; (f) represents and warrants that New Lender is not a Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, the Borrower or any Guarantor and is not a Defaulting Lender or an Affiliate of a Defaulting Lender and (g) New Lender has a net worth or unfunded capital commitment as of the date hereof of not less than $100,000,000.00 unless waived in writing by Borrower and Agent. (c) By its signature below, New Lender hereby agrees from and after the Effective Date to perform all obligations as a Lender and with respect to its Term Loan A Commitment and Revolving Credit Commitment as set forth hereinin this Amendment, each the Credit Agreement and the other Loan Documents, as if New Lender agrees were an original Lender and signatory to the Credit Agreement, which obligations shall include, but shall not be limited to, with respect to its Revolving Credit Commitment the obligation to make Revolving Credit Loans to the Borrower with respect to its Revolving Credit Commitment as required under the Credit Agreement, the obligation to pay amounts due in Dollars from time respect of Swing Loans as set forth in §2.5 of the Credit Agreement, and the obligation to time during pay amounts due in respect of draws under Letters of Credit as required under §2.10 of the Availability Period Credit Agreement, and in an aggregate any case the obligation to indemnify the Agent as provided therein. New Lender acknowledges and confirms that its address for notices and LIBOR Lending Office for Loans is 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 reallocated among the Revolving Credit Lenders such that the outstanding principal amount that will not result in (a) such Lender’s of Revolving Credit Exposure exceeding Loans owed to each Revolving Credit Lender shall be equal to such Revolving Credit Lender’s 's Revolving Credit Commitment or (b) the sum Percentage of the total outstanding principal amount of all Revolving Credit Exposures exceeding Loans. The participation interests of the Aggregate Commitment; provided that it is understood Revolving Credit Lenders in Swing Loans and agreed that, (x) prior to Letters of Credit shall be similarly adjusted. On the Restatement Effective Date, certain revolving loans were previously made each of those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Borrower under Agent and the Existing funds so advanced shall be distributed among the Revolving Credit Agreement which remain outstanding Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the Restatement outstanding Revolving Credit Loans. (e) On the Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to 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 1.06Amendment, the Existing Loans Term Loan A Lenders whose Term Loan A Commitment is increasing shall be reevidenced as Revolving Loans under this Agreementadvance to Agent for further advance to Borrower, in accordance with the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Credit Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to amount of the reallocation and other transactions described increase in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this AgreementTerm Loan A Commitment, which Existing shall then be Term Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender A 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 LoansAgreement.

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. (a) Subject to the terms and conditions set forth herein, each relevant Lender agrees (i) to severally make a Tranche B Incremental Term Loan (or, pursuant to paragraph (b) below, to convert all or a part of such Lender’s Old Tranche C Term Loan into a Tranche B Incremental Term Loan hereunder) in Dollars to the Parent Borrower on the Amendment/Restatement Effective Date in a principal amount equal to its Tranche B Incremental Commitment, (ii) to severally 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 (iii) to severally 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 (aA) such Lender’s Global Revolving Credit Exposure exceeding such Lender’s Global Revolving Commitment or (bB) 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 Canadian Dollar Loans hereunder to reflect at such time exceeding such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective DateCanadian 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, Domestic Revolving Loans, Global Revolving 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 the currency in which they were made or issued, as applicable, hereunder on the terms set forth herein. (b) Notwithstanding the foregoing, in connection with the making of any Tranche B Incremental Term Loan pursuant to paragraph (a)(i) above, by delivering notice to the Administrative Agent, any Lender of Old Tranche C Term Loans may elect to convert all or part of the outstanding principal amount of such Lender’s Old Tranche C Term Loans into a principal amount of Tranche B Incremental Term Loans hereunder equal to the principal amount so converted. On the Amendment/Restatement Effective Date, such Old Tranche C Term Loans shall be converted for all purposes of this Agreement into Tranche B Incremental Term Loans hereunder, and the Administrative Agent shall record in the Register the aggregate amount of Old Tranche C Term Loans converted into Tranche B Incremental Term Loans. Any notice to the Administrative Agent delivered by an applicable Lender pursuant to this Section shall specify (i) the amount of such Lender’s Tranche B Incremental Commitment and (ii) the principal amount of Old Tranche C Term Loans held by such Lender that are to be converted into Tranche B Incremental Term Loans.

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Lender severally agrees to make Revolving Loans to the Borrower revolving credit loans denominated in Dollars (“Dollar Revolving Loans”) to any of the Borrowers from time to time during the Availability Commitment Period in an aggregate principal amount that will at any one time outstanding which, when added to such ▇▇▇▇▇▇’s Outstanding Extensions of Credit, shall not result in (a) exceed such Lender’s Commitment. No Borrower shall request and no Lender shall be required to make any Dollar Revolving Loan if, after making such Dollar Revolving Loan, the Total Outstanding Extensions of Credit shall exceed the Total Commitments then in effect. No Foreign Borrower shall request and no Lender shall be required to make any Dollar Revolving Loan to such Foreign Borrower if, after making such Dollar Revolving Loan, the aggregate Foreign Borrower Exposure exceeding such of all Foreign Borrowers shall exceed the Aggregate Foreign Sublimit then in effect. During the Commitment Period, any of the Borrowers may use the Commitments by borrowing, prepaying and reborrowing the Dollar Revolving Loans in whole or in part, all in accordance with the terms and conditions hereof. The failure of any Lender to make any Dollar Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided, that, the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s Commitment failure to make Dollar Revolving Loans as required. The Dollar Revolving Loans may from time to time be Term SOFR Loans or ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2(a) and 2.18; provided, that, any Borrowing made on the Closing Date shall be made as ABR Loans unless the applicable Borrower delivers a funding indemnity letter, in form and substance satisfactory to the Administrative Agent, not less than three (3) Business Days prior to the date of such Borrowing. (b) Each Borrower shall repay all outstanding Dollar Revolving Loans borrowed by it on the sum earlier of the total Termination Date and the date on which the Dollar Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood Loans shall become due and agreed that, payable in accordance with Section 7. (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 Subject to the terms and conditions set forth hereof (including, without limitation, Section 2.31), each Multicurrency Lender severally agrees, from time to time during the Commitment Period, to make revolving credit loans (x) denominated in this Agreementone or more Foreign Currencies to the Company or (y) denominated in Euros to any Foreign Borrower (collectively, Borrower and each of the Lenders agree that “Multicurrency Loans”) in an aggregate principal amount (based on the Restatement Effective Date but subject Dollar Equivalent of such Multicurrency Loans) at any one time outstanding which (a) shall not exceed such Multicurrency Lender’s Multicurrency Subcommitment and (b) when added to the satisfaction such ▇▇▇▇▇▇’s Outstanding Extensions of the reallocation Credit, shall not exceed such ▇▇▇▇▇▇’s Commitment. No Borrower shall request and other transactions described in Section 1.06, the Existing Loans no Multicurrency Lender 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 required to make additional Revolving Loans to Borrower as is necessary to cause each any Multicurrency Loan if, after making such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage Multicurrency Loan (i) the Total Outstanding Extensions of Credit shall exceed the Total Commitments then in effect or (ii) the Dollar Equivalent of the aggregate Revolving outstanding Multicurrency Loans on shall exceed the Restatement Effective DateMulticurrency Sublimit. Within the foregoing limits No Foreign Borrower shall request and subject no Lender shall be required to the terms and conditions set forth hereinmake any Multicurrency Loan to such Foreign Borrower if, after making such Multicurrency Loan, the aggregate Foreign Borrower Exposure of all Foreign Borrowers shall exceed the Aggregate Foreign Sublimit then in effect. During the Commitment Period, the Borrowers may borrow, prepay and reborrow Revolving Multicurrency Loans, in whole or in part, all in accordance with the terms and conditions hereof. All Multicurrency Loans shall be Foreign Currency Daily Rate Loans or Foreign Currency Term Rate Loans. (d) Each Borrower shall repay all outstanding Multicurrency Loans borrowed by it on the earlier of the Termination Date and the date on which the Multicurrency Loans shall become due and payable in accordance with Section 7.

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

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

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

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

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees (a) to make (i) a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount not exceeding its Tranche B Commitment and (ii) a Tranche B Term Loan to the Borrower on the Amendment No. 1 Effective Date in a principal amount not exceeding its Additional Tranche B Commitment, (b) if requested by the Borrower, to make Revolving Loans to the Borrower on the Closing Date in Dollars a principal amount not exceeding the aggregate amounts specified or referred to in the definition of the term “Permitted Initial Revolving Loan Borrowing Purposes” and (c) to make Revolving Loans to the Borrower following the Closing Date and 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 Revolving Commitment (taking into account any Revolving Loans borrowed on the Closing Date) (and, in the case of any Swingline Lender or (b) Issuing Bank unless waived by such Person in its sole discretion, that will not result in the sum aggregate amount of the total Revolving Loans and Swingline Loans funded by such Person, when aggregated with the face amount of all Letters of Credit Exposures issued by such Person, exceeding the Aggregate amount of such Person’s Revolving Commitment). The Borrower shall designate in the relevant Borrowing Request whether each Borrowing will be maintained as a Eurodollar Loan or an ABR Loan and, if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided that it is understood and agreed that, (x) all Tranche B Term Loans made on the Amendment No. 1 Effective Date shall be in the form of a pro rata increase in each Borrowing of Tranche B Term Loans outstanding immediately 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 Amendment No. 1 Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Amounts repaid or prepaid in respect of Tranche B Term Loans may borrow, prepay and reborrow Revolving Loansnot be reborrowed.

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

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

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

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

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees (a) to make a Tranche A Term Loan to the Initial Borrower on the Effective Date in a principal amount not exceeding its Tranche A Commitment, (b) to make a Tranche B Term Loan to the Initial Borrower on the Effective Date in a principal amount not exceeding its Tranche B Commitment, (c) to make Revolving Loans to the Initial Borrower on the Effective Date in a principal amount not to exceed such Lender's Applicable Percentage of $15,000,000 and (d) 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 's Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total 's 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 in respect of Term Loans may not be reborrowed. On the Effective Date, immediately after the making of the Term Loans and the Revolving Loans referred to in clauses (a), (b) and (c) above by the Lenders to the Initial Borrower, and the consummation of the Mid-Am Contribution, the Borrower shall assume the obligations of the Initial Borrower under this Agreement and thereafter the Initial Borrower shall have no further rights or obligations under the Loan Documents with respect to Borrowings received by it on the Effective Date, provided that, after the Effective Date, the Initial Borrower shall remain liable (a) with respect to the representations and warranties made by it hereunder on the Effective Date and (b) with respect to the affirmative covenants made by it pursuant to Sections 5.11 and 5.13.