Common use of Loans and Commitments Clause in Contracts

Loans and Commitments. Subject to the terms and conditions set forth herein: (a) each ABL Revolving Lender agrees, severally and not jointly, to make ABL Revolving Loans in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) such Lender’s ABL Revolving Exposure exceeding such Lender’s ABL Commitment, or (ii) the total ABL Revolving Exposures exceeding the lesser of (x) the aggregate ABL Revolving Commitments and (y) the ABL Borrowing Base (such lesser amount, the “ABL Line Cap”); and (b) each FILO Lender agrees, severally and not jointly, to make FILO Loans in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) such FILO Lender’s FILO Loans exceeding such FILO Lender’s FILO Commitment, or (ii) the aggregate principal amount of FILO Loans outstanding exceeding the FILO Line Cap; provided that, in each case, the Borrower Agent and the Borrowers shall not request, and the ABL Revolving Lenders shall be under no obligation to fund, any ABL Revolving Loan unless the Borrowers have borrowed FILO Loans in an amount up to the full amount of the FILO Line Cap then in effect. All FILO Credit Extensions shall be FILO Loans under the FILO Facility and all Letters of Credit and Swingline Loans shall constitute ABL Revolving Credit Extensions under the ABL Revolving Facility. Within the foregoing limits and subject to the terms and conditions set forth herein (including the Administrative Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04), the Borrowers may borrow, repay and reborrow Revolving Loans. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of each Borrower regardless of which Borrower received the proceeds thereof.

Loans and Commitments. (a) Subject to the terms and conditions set forth herein:hereof, each Term A Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall remain outstanding under this Agreement as a Term A Loan. Term A Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term A Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term A Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (ab) Subject to the terms and conditions hereof, each ABL Term E Loan outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall remain outstanding under this Agreement as a Term E Loan. Term E Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term E Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term E Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (c) Subject to the terms and conditions hereof, each Term F Loan outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall remain outstanding under this Agreement as a Term F Loan. Term F Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term F Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term F Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (d) Subject to the terms and conditions hereof, each Term H Loan outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall remain outstanding under this Agreement as a Term H Loan. Term H Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term H Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term H Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (e) Subject to the terms and conditions hereof, each Term I Loan outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall remain outstanding under this Agreement as a Term I Loan. Term I Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term I Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term I Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2. (f) Subject to the terms and conditions hereof, each Revolving Lender agrees, severally and not jointly, agrees to make ABL Revolving Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Availability Revolving Commitment Period with respect to such Lender’s Revolving Commitment in an aggregate principal amount requested by a Borrower (or at any one time outstanding which, when added to such Lender’s Revolving Percentage of the Borrower Agent on behalf sum of such Borrower) that will not result in (i) such Lender’s ABL Revolving Exposure exceeding such Lender’s ABL Commitment, or (ii) the total ABL Revolving Exposures exceeding the lesser L/C Obligations then outstanding with respect to each Letter of (x) the aggregate ABL Revolving Commitments Credit and (y) the ABL Borrowing Base (such lesser amount, the “ABL Line Cap”); and (b) each FILO Lender agrees, severally and not jointly, to make FILO Loans in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) such FILO Lender’s FILO Loans exceeding such FILO Lender’s FILO Commitment, or (ii) the aggregate principal amount of FILO the Swingline Loans outstanding exceeding then outstanding, does not exceed the FILO Line Cap; provided that, in each caseamount of such Lender’s Revolving Commitment. During the Revolving Commitment Period for any Revolving Commitment, the Borrower Agent and may use such Revolving Commitment by borrowing, prepaying the Borrowers shall not requestRevolving Loans in whole or in part, and the ABL Revolving Lenders shall be under no obligation to fundreborrowing, any ABL Revolving Loan unless the Borrowers have borrowed FILO Loans all in an amount up to the full amount of the FILO Line Cap then in effect. All FILO Credit Extensions shall be FILO Loans under the FILO Facility and all Letters of Credit and Swingline Loans shall constitute ABL Revolving Credit Extensions under the ABL Revolving Facility. Within the foregoing limits and subject to accordance with the terms and conditions set forth herein (including hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent’s authority, Agent in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04), the Borrowers may borrow, repay accordance with Sections 2.2 and reborrow Revolving Loans. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of each Borrower regardless of which Borrower received the proceeds thereof2.

Loans and Commitments. (a) Subject to the terms and conditions set forth herein: (a) , each ABL Revolving Lender agrees, severally and not jointly, agrees to make ABL Revolving Loans revolving credit loans in Dollars or an Alternative Currency (“Revolving Loans”) to the Borrowers from time to time during the Availability Revolving Commitment Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) at any one time outstanding which, when added to such Lender’s ABL other Revolving Exposure exceeding Extensions of Credit then outstanding, does not exceed the amount of such Lender’s ABL Revolving Commitment, or (ii) the total ABL Revolving Exposures exceeding the lesser of (x) the aggregate ABL Revolving Commitments and (y) the ABL Borrowing Base (such lesser amount, the “ABL Line Cap”); and (b) each FILO Lender agrees, severally and not jointly, to make FILO Loans in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) such FILO Lender’s FILO Loans exceeding such FILO Lender’s FILO Commitment, or (ii) provided the aggregate principal amount of FILO Alternative Currency Loans outstanding exceeding and Alternative Currency LC Exposure shall not exceed the FILO Line Cap; provided that, in each case, Alternative Currency Sublimit. During the Borrower Agent and Revolving Commitment Period the Borrowers shall not requestmay use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and the ABL Revolving Lenders shall be under no obligation to fundreborrowing, any ABL Revolving Loan unless the Borrowers have borrowed FILO Loans all in an amount up to the full amount of the FILO Line Cap then in effect. All FILO Credit Extensions shall be FILO Loans under the FILO Facility and all Letters of Credit and Swingline Loans shall constitute ABL Revolving Credit Extensions under the ABL Revolving Facility. Within the foregoing limits and subject to accordance with the terms and conditions set forth herein hereof. The Revolving Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.1(c) and 2.9. The obligations of the Borrowers under this Agreement are several. (including b) The Borrowers may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day, provided that the applicable Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, Local Time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans) (provided that any such notice of a borrowing of ABR Loans to finance payments required by Section 3.5 may be given not later than 10:00 A.M., Local Time, on the date of the proposed borrowing), specifying (i) the requested Borrower, (ii) the amount, Type and currency of Revolving Loans to be borrowed, (iii) the requested Borrowing Date, and (iv) in the case of Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurocurrency Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the applicable Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the applicable Borrower at the Funding Office prior to 12:00 Noon, Local Time, on the Borrowing Date requested by the applicable Borrower in funds immediately available to the Administrative Agent’s authority, . Such borrowing will then be made available to the applicable Borrower by the Administrative Agent crediting the account of the applicable Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (c) Each Lender at its sole discretion, option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make Protective Advances pursuant such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement; and provided, further, that no such option may be exercised by any Lender if, immediately after giving effect thereto, amounts would become payable by a Loan Party under Section 2.04)2.15 or 2.16 that are in excess of those that would be payable under such Section if such option were not exercised. (d) The Company may act as agent for the other Borrowers with respect to all matters involving Loans to and Letters of Credit for the account of any other Borrower. Without limitation, the Borrowers Administrative Agent and the Lenders may borrowrely on any notice or request given by the Company with respect to any Loan or Letter of Credit issued or to be issued to or for the account of any other Borrower or any payment, repay continuation, conversion, prepayment or amendment thereof and reborrow Revolving Loans. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of each Borrower regardless of which Borrower received may fund the proceeds thereofof any Loan requested to be made to any other Borrower to any account directed by the Company.

Loans and Commitments. (a) Subject to the terms and conditions set forth herein: (a) , each ABL Revolving Lender agrees, severally and not jointly, agrees to make ABL Revolving Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Availability Revolving Commitment Period in an aggregate principal amount requested by a Borrower (or at any one time outstanding which, when added to such Lender’s other Revolving Extensions of Credit then outstanding, does not exceed the amount of such Lender’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 from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.1(c) and 2.9. (b) The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on behalf any Business Day; provided that the Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (which notice must be received by the Administrative Agent prior to 12:00 noon (New York City time), (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans) (provided, further, that any such Borrowernotice of a borrowing of ABR Loans to finance payments required by Section 3.5 may be given not later than 11:00 a.m. (New York City time) that will not result in on the date of the proposed borrowing), specifying (i) such Lender’s ABL Revolving Exposure exceeding such Lender’s ABL Commitmentthe aggregate amount and Type of the requested Borrowing, or (ii) the total ABL requested Borrowing Date, (iii) in the case of Eurodollar Loans, the Interest Period therefor, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each borrowing under the Revolving Exposures exceeding the lesser of Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate ABL Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the ABL Borrowing Base (case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such lesser amountnotice from the Borrower, the “ABL Line Cap”); and (b) Administrative Agent shall promptly notify each FILO Lender agrees, severally and not jointly, to thereof. Each Lender will make FILO Loans in Dollars the amount of its pro rata share of each borrowing available to the Borrowers from time Administrative Agent for the account of the Borrower at the Funding Office prior to time during 11:00 a.m. (New York City time), on the Availability Period in an aggregate principal amount Borrowing Date requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) such FILO Lender’s FILO Loans exceeding such FILO Lender’s FILO Commitment, or (ii) the aggregate principal amount of FILO Loans outstanding exceeding the FILO Line Cap; provided that, in each case, the Borrower Agent and the Borrowers shall not request, and the ABL Revolving Lenders shall be under no obligation funds immediately available to fund, any ABL Revolving Loan unless the Borrowers have borrowed FILO Loans in an amount up to the full amount of the FILO Line Cap then in effect. All FILO Credit Extensions shall be FILO Loans under the FILO Facility and all Letters of Credit and Swingline Loans shall constitute ABL Revolving Credit Extensions under the ABL Revolving Facility. Within the foregoing limits and subject to the terms and conditions set forth herein (including the Administrative Agent’s authority, . Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (c) Each Lender at its sole discretion, option may make any Loan by causing any domestic branch or Affiliate of such Lender to make Protective Advances pursuant such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement; provided, further, that no such option may be exercised by any Lender if, immediately after giving effect thereto, amounts would become payable by a Loan Party under Section 2.04), the Borrowers may borrow, repay and reborrow Revolving Loans. All Borrowers shall 2.15 or 2.16 that are in excess of those that would be jointly and severally liable as borrowers for all Borrowings of each Borrower regardless of which Borrower received the proceeds thereofpayable under such Section if such option were not exercised.

Loans and Commitments. (a) [Reserved] (b) Subject to and upon the terms and conditions set forth herein: (a) , each ABL Revolving Tranche A Term Lender agrees, severally and not jointly, agrees to make ABL Revolving on the Effective Date term loans (each a “Tranche A Term Loan”) requested by Borrower hereunder, which Tranche A Term Loans (A) shall be made and maintained in Dollars to the Borrowers from Dollars, (B) shall bear interest in accordance with Section 2.07, (C) may not be reborrowed if repaid, (D) shall not exceed for any Tranche A Term Lender at any time to time during the Availability Period in an that aggregate principal amount requested outstanding which at such time equals the Tranche A Term Loan Commitment of such Tranche A Term Lender at such time, (E) shall not be required to be made by a Borrower any Tranche A Term Lender if, after giving effect thereto, the Aggregate Tranche A Term Loan Exposure would exceed the then applicable Total Tranche A Term Loan Commitment, and (or F) may only be drawn by the Borrower Agent pursuant to one Borrowing on behalf of such Borrower) that will not result in (i) such Lender’s ABL Revolving Exposure exceeding such Lender’s ABL Commitment, or (ii) the total ABL Revolving Exposures exceeding the lesser of (x) the aggregate ABL Revolving Commitments and (y) the ABL Borrowing Base (such lesser amount, the “ABL Line Cap”); andEffective Date. (bc) each FILO Lender agrees, severally Subject to and not jointly, to make FILO Loans in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) such FILO Lender’s FILO Loans exceeding such FILO Lender’s FILO Commitment, or (ii) the aggregate principal amount of FILO Loans outstanding exceeding the FILO Line Cap; provided that, in each case, the Borrower Agent and the Borrowers shall not request, and the ABL Revolving Lenders shall be under no obligation to fund, any ABL Revolving Loan unless the Borrowers have borrowed FILO Loans in an amount up to the full amount of the FILO Line Cap then in effect. All FILO Credit Extensions shall be FILO Loans under the FILO Facility and all Letters of Credit and Swingline Loans shall constitute ABL Revolving Credit Extensions under the ABL Revolving Facility. Within the foregoing limits and subject to upon the terms and conditions set forth herein (including the Administrative Agent’s authorityherein, in its sole discretion, each Tranche B Term Lender severally agrees to make Protective Advances at any time on or after the Effective Date and prior to the Tranche B Term Loan Commitment Termination Date term loans (each a “Tranche B Term Loan”) requested by Borrower hereunder, which Tranche B Term Loans (A) shall be made and maintained in Dollars, (B) shall bear interest in accordance with Section 2.07, (C) may only be drawn by the Borrower on a date occurring prior to the Tranche B Term Loan Commitment Termination Date, (D) may not be reborrowed if repaid, (E) shall not exceed for any Tranche B Term Lender at any time that aggregate principal amount outstanding which at such time equals the Tranche B Term Loan Commitment of such Tranche B Term Lender at such time, (F) shall not be required to be made by any Tranche B Term Lender if, after giving effect thereto, the Aggregate Tranche B Term Loan Exposure would exceed the then applicable Total Tranche B Term Loan Commitment, (G) may only be drawn by the Borrower pursuant to one Borrowing after the terms Effective Date but prior to the Tranche B Term Loan Commitment Termination Date, (H) may only be drawn if prior to or concurrently with such Borrowing, all of the conditions precedent set forth in Section 2.04)7 have been satisfied or waived, and (I) shall not be required to be made by any Tranche B Term Lender if, after giving effect thereto, the Borrowers may borrow, repay and reborrow Revolving Loans. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings Aggregate Term Loan Exposure would exceed the amount then permitted pursuant to Section 4.07(1) of each Borrower regardless of which Borrower received the proceeds thereofSenior Note Indenture at such time.

Loans and Commitments. Subject to the terms and conditions set forth herein: (a) each ABL Revolving Lender agrees, severally and not jointly, to make ABL Revolving Loans in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) such Lender’s ABL Revolving Exposure exceeding such Lender’s ABL Commitment, or (ii) the total ABL Revolving Exposures exceeding the lesser of (x) the aggregate ABL Revolving Commitments and (y) the ABL Borrowing Base (such lesser amount, the “ABL Line Cap”); and (b) each FILO Lender agrees, severally and not jointly, to make FILO Loans in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) such FILO Lender’s FILO Loans exceeding such FILO Lender’s FILO Commitment, or (ii) the aggregate principal amount of FILO Loans outstanding exceeding the FILO Line CapCap;[reserved]; provided that, in each case, the Borrower Agent and the Borrowers shall not request, and the ABL Revolving Lenders shall be under no obligation to fund, any ABL Revolving Loan unless the Borrowers have borrowed FILO Loans in an amount up to the full amount of the FILO Line Cap then in effect. All FILO Credit Extensions shall be FILO Loans under the FILO Facility and all Letters of Credit and Swingline Loans shall constitute ABL Revolving Credit Extensions under the ABL Revolving Facility. Within the foregoing limits and subject to the terms and conditions set forth herein (including the Administrative Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04), the Borrowers may borrow, repay and reborrow Revolving Loans. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of each Borrower regardless of which Borrower received the proceeds thereof.

Loans and Commitments. (a) The Credit Parties and the Lenders acknowledge and agree that as of the date hereof (i) the aggregate principal amount of loans outstanding under the Existing Credit Agreement equals $69,228,791.92, (ii) the aggregate principal amount of loans outstanding under the Existing Credit Agreement owing to each Lender equals the amount set forth opposite such Lender’s name on Schedule I hereto under the column entitled “Prior Loans” and (iii) all outstanding loans under the Existing Credit Agreement are hereby converted into and continued as Loans hereunder (the “Existing Loans”) such that, immediately after giving effect to such conversion, the outstanding principal amount of Loans owing to each Lender hereunder shall be in the amount set forth opposite such Lender’s name on Schedule I under the column entitled “Loans”. Notwithstanding anything set forth herein to the contrary, in order to effect the continuation of the Existing Loans contemplated by the preceding sentence (A) the amount to be funded on or at any time after the Effective Date by each Lender hereunder in respect of its Commitments shall be reduced by the principal amount of such Lender’s Existing Loans under the Existing Credit Agreement outstanding on the Effective Date and (B) the Borrower shall pay or cause to be paid, on the Effective Date, to each Lender the interest that accrued on the Existing Loans to the Effective Date that was unpaid by the Borrower (it being agreed that such accrued and unpaid interest shall be paid by or on behalf of the Borrower to the Existing Administrative Agent, for distribution to the Lenders, and the Administrative Agent may conclusively assume for purposes of maintaining the Register that all such accrued and unpaid interest has been paid on the Effective Date). (b) Subject to the terms and conditions set forth herein: (a) , each ABL Revolving Lender agrees, severally and not jointly, agrees to make ABL Revolving Loans in Dollars a Loan to the Borrowers from time to time during Borrower on the Availability Period Effective Date in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) equal to such Lender’s ABL Revolving Exposure exceeding Commitment at such time. The Commitments are not revolving and amounts repaid or prepaid may not be re-borrowed under any circumstance. Any portion of the Commitments not drawn by the Borrower on or before 1:00 p.m., New York City time, on the Effective Date shall terminate immediately and without further action. (c) Once borrowed or repaid, the Loans may not be reborrowed, and any Commitment, once terminated or reduced, may not be reinstated. Each Lender’s ABL Commitment, or (ii) Commitment shall automatically and without notice be reduced to zero immediately after the total ABL Revolving Exposures exceeding the lesser of (x) the aggregate ABL Revolving Commitments and (y) the ABL Borrowing Base (such lesser amount, the “ABL Line Cap”); and (b) each FILO Lender agrees, severally and not jointly, to make FILO Loans in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) such FILO Lender’s FILO Loans exceeding such FILO Lender’s FILO Commitment, or (ii) the aggregate principal amount of FILO Loans outstanding exceeding the FILO Line Cap; provided that, in each case, the Borrower Agent and the Borrowers shall not request, and the ABL Revolving Lenders shall be under no obligation to fund, any ABL Revolving Loan unless the Borrowers have borrowed FILO Loans in an amount up to the full amount funding of the FILO Line Cap then in effect. All FILO Credit Extensions shall be FILO Loans under on the FILO Facility and all Letters of Credit and Swingline Loans shall constitute ABL Revolving Credit Extensions under the ABL Revolving Facility. Within the foregoing limits and subject to the terms and conditions set forth herein (including the Administrative Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04), the Borrowers may borrow, repay and reborrow Revolving Loans. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of each Borrower regardless of which Borrower received the proceeds thereofEffective Date.

Loans and Commitments. (a) Subject to the terms and conditions set forth herein: , each Term Lender listed on Schedule 1.1A hereto made (a) each ABL Revolving Lender agrees, severally and not jointly, to make ABL Revolving Loans term loans (the “Closing Date Loans”) on the Closing Date in Dollars the full amount of such Lender’s Closing Date Commitment to the Borrowers Borrower and (b) term loans (the “Delayed Draw Loans”; together with the Closing Date Loans, the “Term Loans”) on one occasion during the Delayed Draw Availability Period in an amount not exceeding such Lender’s Delayed Draw Commitment to the Borrower. The aggregate principal amount of the Term Loans outstanding on the Restatement Date is $375,000,000. The Term Loans may from time to time during the Availability Period in an aggregate principal amount requested be Eurodollar Loans or ABR Loans, as determined by a Borrower (or the Borrower and notified to the Administrative Agent on behalf of such Borrower) that will not result in (i) such Lender’s ABL Revolving Exposure exceeding such Lender’s ABL Commitment, or (ii) the total ABL Revolving Exposures exceeding the lesser of (x) the aggregate ABL Revolving Commitments and (y) the ABL Borrowing Base (such lesser amount, the “ABL Line Cap”); andaccordance with Section 2.10. (b) each FILO Lender agrees, severally and not jointly, to make FILO Loans in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) such FILO Lender’s FILO Loans exceeding such FILO Lender’s FILO Commitment, or (ii) the aggregate principal amount of FILO Loans outstanding exceeding the FILO Line Cap; provided that, in each case, the Borrower Agent and the Borrowers shall not request, and the ABL Revolving Lenders shall be under no obligation to fund, any ABL Revolving Loan unless the Borrowers have borrowed FILO Loans in an amount up to the full amount of the FILO Line Cap then in effect. All FILO Credit Extensions shall be FILO Loans under the FILO Facility and all Letters of Credit and Swingline Loans shall constitute ABL Revolving Credit Extensions under the ABL Revolving Facility. Within the foregoing limits and subject Subject to the terms and conditions set forth herein herein, each Revolving Lender severally agrees to make revolving credit loans (including “Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the L/C Obligations then outstanding, does not exceed the amount of such Lender’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 from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent’s authority, Agent in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04), the Borrowers may borrow, repay accordance with Sections 2.2 and reborrow Revolving Loans. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of each Borrower regardless of which Borrower received the proceeds thereof2.10.

Loans and Commitments. Subject to the terms and conditions set forth herein: (a) hereof, each ABL Revolving Lender agrees, severally and not jointly, agrees to make ABL Revolving Loans in Dollars to the Borrowers Borrower from time to time during the Loan Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will Period, not result in (i) to exceed at any time outstanding such Lender’s ABL Revolving Exposure exceeding 's Percentage of the Commitment, Borrower having the right to borrow, repay and reborrow. Each Request for Credit by Borrower shall be deemed a request for a Loan from each Lender equal to such Lender’s ABL Commitment's Percentage of the aggregate amount so requested, or (ii) the total ABL Revolving Exposures exceeding and such aggregate amount shall be equal to the lesser of (x1) an integral multiple of $1,000,000 and (2) the unused portion of the Commitment. Each repayment of the Loans shall be deemed a repayment of each Lender's Loans equal to such Lender's Percentage of the aggregate ABL Revolving Commitments amount so repaid, and (y) the ABL Borrowing Base (such lesser amount, the “ABL Line Cap”); and (b) each FILO Lender agrees, severally and not jointly, to make FILO Loans in Dollars aggregate amount so repaid shall be equal to the Borrowers from time to time during the Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf lesser of such Borrower) that will not result in (i) such FILO Lender’s FILO Loans exceeding such FILO Lender’s FILO Commitment, or an integral multiple of $1,000,000 and (ii) the aggregate unpaid principal amount balance of FILO Loans outstanding exceeding the FILO Line Cap; provided that, in each case, the Borrower Agent Notes. The obligations of Lenders hereunder are several and the Borrowers shall not requestjoint, and the ABL Revolving Lenders preceding two sentences will give rise to certain inappropriate results if special provisions are not made to accommodate the failure of a Lender to fund a Loan as and when required by this Agreement; therefore, notwithstanding anything herein to the contrary, (I) no Lender shall be under no obligation required to fund, make Loans at any ABL Revolving Loan unless the Borrowers have borrowed FILO Loans one time outstanding in an amount up to the full amount excess of such Lender's Percentage of the FILO Line Cap then in effect. All FILO Credit Extensions Commitment or of the requested Loan and (II) if a Lender fails to make a Loan as and when required hereunder and Borrower subsequently makes a repayment on the Loans, such repayment shall be FILO Loans under split among the FILO Facility non-defaulting Lenders ratably in accordance with their respective Percentages until each Lender has its Percentage of all of the outstanding Loans, and the balance of such repayment shall be divided among all Letters of Credit and Swingline Lenders in accordance with their respective Percentages. The Loans shall constitute ABL Revolving Credit Extensions under be evidenced by the ABL Revolving Facility. Within the foregoing limits and subject to the terms and conditions set forth herein (including the Administrative Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04), the Borrowers may borrow, repay and reborrow Revolving Loans. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of each Borrower regardless of which Borrower received the proceeds thereofNotes.

Loans and Commitments. Subject to the terms and conditions set forth herein: (a) hereof, each ABL Revolving Lender agrees, severally and not jointly, agrees to make ABL Revolving Loans in Dollars to the Borrowers Borrower from time to time during the Loan Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will Period, not result in (i) to exceed at any time outstanding such Lender’s ABL Revolving Exposure exceeding 's Percentage of the Available Commitment, Borrower having the right to borrow, repay and reborrow. Each Request for Credit by Borrower shall be deemed a request for a Loan from each Lender equal to such Lender’s ABL Commitment's Percentage of the aggregate amount so requested, or (ii) the total ABL Revolving Exposures exceeding and such aggregate amount shall be equal to the lesser of (x1) an integral multiple of $1,000,000 and (2) the unused portion of the Available Commitment. Each repayment of the Loans shall be deemed a repayment of each Lender's Loans equal to such Lender's Percentage of the aggregate ABL Revolving Commitments amount so repaid, and (y) the ABL Borrowing Base (such lesser amount, the “ABL Line Cap”); and (b) each FILO Lender agrees, severally and not jointly, to make FILO Loans in Dollars aggregate amount so repaid shall be equal to the Borrowers from time to time during the Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf lesser of such Borrower) that will not result in (i) such FILO Lender’s FILO Loans exceeding such FILO Lender’s FILO Commitment, or an integral multiple of $1,000,000 and (ii) the aggregate unpaid principal amount balance of FILO Loans outstanding exceeding the FILO Line Cap; provided that, in each case, Notes. The obligations of the Borrower Agent Lenders hereunder are several and the Borrowers shall not requestjoint, and the ABL Revolving Lenders preceding two sentences will give rise to certain inappropriate results if special provisions are not made to accommodate the failure of a Lender to fund a Loan as and when required by this Agreement; therefore, notwithstanding anything herein to the contrary, (I) no Lender shall be under no obligation required to fund, make Loans at any ABL Revolving Loan unless the Borrowers have borrowed FILO Loans one time outstanding in an amount up to the full amount excess of such Lender's Percentage of the FILO Line Cap then in effect. All FILO Credit Extensions Available Commitment or of the requested Loan and (II) if a Lender fails to make a Loan as and when required hereunder and Borrower subsequently makes a repayment on the Loans, such repayment shall be FILO Loans under split among the FILO Facility non-defaulting Lenders ratably in accordance with their respective Percentages until each Lender has its Percentage of all of the outstanding Loans, and the balance of such repayment shall be divided among all Letters of Credit and Swingline Lenders in accordance with their respective Percentages. The Loans shall constitute ABL Revolving Credit Extensions under be evidenced by the ABL Revolving Facility. Within the foregoing limits and subject to the terms and conditions set forth herein (including the Administrative Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04), the Borrowers may borrow, repay and reborrow Revolving Loans. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of each Borrower regardless of which Borrower received the proceeds thereofNotes.

Loans and Commitments. (a) Subject to the terms and conditions set forth herein:hereof, each Term A-1 Loan outstanding under this Agreement immediately prior to the Amendment No. 5 Effective Date shall remain outstanding under this Agreement as a Term A-1 Loan. Term A-1 Loans that were Eurodollar Loans of a particular Eurodollar Tranche under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under this Agreement (and with the same Eurodollar Rate). Term A-1 Loans that were ABR Loans under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be ABR Loans under this Agreement. The Term A-1 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (ab) Subject to the terms and conditions hereof, each ABL Term E Loan outstanding under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall remain outstanding under this Agreement as a Term E Loan. Term E Loans that were Eurodollar Loans of a particular Eurodollar Tranche under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under this Agreement (and with the same Eurodollar Rate). Term E Loans that were ABR Loans under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be ABR Loans under this Agreement. The Term E Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (c) Subject to the terms and conditions hereof, each Term F Loan outstanding under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall remain outstanding under this Agreement as a Term F Loan. Term F Loans that were Eurodollar Loans of a particular Eurodollar Tranche under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under this Agreement (and with the same Eurodollar Rate). Term F Loans that were ABR Loans under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be ABR Loans under this Agreement. The Term F Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (d) Subject to the terms and conditions hereof, each Term H Loan outstanding under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall remain outstanding under this Agreement as a Term H Loan until any Escrow Funding Assignment. Following any Escrow Assumption, each Term H Loan assumed by the Borrower shall be deemed outstanding under this Agreement as a Term H Loan. Term H Loans that were Eurodollar Loans of a particular Eurodollar Tranche under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under this Agreement (and with the same Eurodollar Rate) until the Escrow Funding Assignment. Following any Escrow Assumption, Term H Loans assumed by the Borrower that were Eurodollar Loans of a particular Eurodollar Tranche shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under this Agreement (and with the same Eurodollar Rate). Term H Loans that were ABR Loans under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be ABR Loans under this Agreement until the Escrow Funding Assignment. Following any Escrow Assumption, Term H Loans assumed by the Borrower that were ABR Loans shall initially be ABR Loans under this Agreement. The Term H Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (e) Subject to the terms and conditions hereof, each Term I Loan outstanding under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall remain outstanding under this Agreement as a Term I Loan until any Escrow Funding Assignment. Following any Escrow Assumption, each Term I Loan assumed by the Borrower shall be deemed outstanding under this Agreement as a Term I Loan. Term I Loans that were Eurodollar Loans of a particular Eurodollar Tranche under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under this Agreement (and with the same Eurodollar Rate) until the Escrow Funding Assignment. Following any Escrow Assumption, Term I Loans that were Eurodollar Loans of a particular Eurodollar Tranche shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under this Agreement (and with the same Eurodollar Rate). Term I Loans that were ABR Loans under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be ABR Loans under this Agreement until the Escrow Funding Assignment. Following any Escrow Assumption, Term I Loans assumed by the Borrower that were ABR Loans shall initially be ABR Loans under this Agreement. The Term I Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (f) Subject to the terms and conditions hereof, each Revolving Lender agrees, severally and not jointly, agrees to make ABL Revolving Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Availability Revolving Commitment Period with respect to such Lender’s Revolving Commitment in an aggregate principal amount requested by a Borrower (or at any one time outstanding which, when added to such Lender’s Revolving Percentage of the Borrower Agent on behalf sum of such Borrower) that will not result in (i) such Lender’s ABL Revolving Exposure exceeding such Lender’s ABL Commitment, or (ii) the total ABL Revolving Exposures exceeding the lesser L/C Obligations then outstanding with respect to each Letter of (x) the aggregate ABL Revolving Commitments Credit and (y) the ABL Borrowing Base (such lesser amount, the “ABL Line Cap”); and (b) each FILO Lender agrees, severally and not jointly, to make FILO Loans in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) such FILO Lender’s FILO Loans exceeding such FILO Lender’s FILO Commitment, or (ii) the aggregate principal amount of FILO the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period for any Revolving Commitment, the Borrower may use such Revolving Commitment 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 Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. Any Revolving Loans outstanding exceeding under this Agreement immediately prior to the FILO Line Capeffectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall remain outstanding under this Agreement as Revolving Loans. Revolving Loans that were Eurodollar Loans of a particular Eurodollar Tranche immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche (and with the same Eurodollar Rate) and any Revolving Loans that were ABR Loans immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be ABR Loans. (g) The Borrower (or, in the case of Escrow Incremental Term Loans, the Escrow Borrower) and any one or more Lenders (including Persons that become Lenders in connection therewith) may from time to time agree that such Lenders shall make Incremental Term Loans by executing and delivering to the Administrative Agent an Incremental Activation Notice specifying (i) the amount of such Incremental Term Loans, (ii) the applicable Incremental Closing Date, (iii) the applicable Incremental Term Maturity Date (which, except in the case of the Term A-1 Loans and Term E Loans, shall not be earlier than the Term I Maturity Date; provided that Incremental Term Loans shall not be required to comply with this clause (iii) or clause (iv) below so long as (x) such Incremental Term Loans have an Incremental Term Maturity Date that is no earlier than the Term A-1 Maturity Date and a Weighted Average Life to Maturity that is no shorter than the then remaining Weighted Average Life to Maturity of the Term A-1 Loans and (y) the aggregate principal amount of such Incremental Term Loans (other than Term A-1 Loans, Term E Loans and Term F Loans) outstanding at any time, when aggregated with the principal amount of Earlier Maturing Pari Secured Indebtedness then outstanding, does not exceed 2.0x Annualized Operating Cash Flow, calculated in the manner contemplated by Section 1.2(f) as if any Investment pursuant to which such Indebtedness was incurred occurred on the first day of the applicable Test Period, for the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.1(a) or (b) prior to the incurrence of such incremental Term Loans, (iv) the amortization schedule for such Incremental Term Loans; provided that, except as permitted by the proviso to clause (iii) above, in no event will any Incremental Term Loans (other than Term A-1 Loans, Term E Loans and Term F Loans) have a Weighted Average Life to Maturity that is shorter than the then remaining Weighted Average Life to Maturity of the Term I Loans, (v) the Applicable Margin for such Incremental Term Loans and any prepayment premiums or call protection applicable thereto, (vi) the proposed original issue discount applicable to such Incremental Term Loans, if any, (vii) whether such Incremental Term Loans constitute Refinancing Term Loans or Escrow Incremental Term Loans, (viii) whether any provision of this Agreement that requires a minimum final maturity or Weighted Average Life to Maturity for any other Indebtedness by reference to any previously established Term Loans is following the Incremental Closing Date amended to provide a similar benefit to such Incremental Term Loans, and (ix) any other terms and conditions that will apply to such Incremental Term Loans; provided that, except as provided above, (x) such other terms and conditions shall be the same as or less favorable to the Lenders providing such Incremental Term Loans than the terms and conditions of any then outstanding Class of Term Loans, (y) such other terms and conditions shall not apply until all then outstanding Loans and Commitments (other than such Incremental Term Loans) have been repaid and terminated, as applicable, or until approved by the Required Lenders or (z) such other terms and conditions shall apply to Escrow Incremental Term Loans solely until the Escrow Assumption with respect thereto occurs. Notwithstanding the foregoing, without the consent of the Required Lenders, (A) no Incremental Term Loans (other than Escrow Incremental Term Loans) may be borrowed after the Restatement Effective Date if after giving effect to the borrowing of such Incremental Term Loans and the application of proceeds therefrom on the date such Incremental Term Loans are borrowed the aggregate principal amount of all Classes of Term Loans, First Lien Notes and Pre-Existing Debt would exceed the First Lien Term Cap, (B) no Net Cash Proceeds of any Incremental Term Loans that are not Refinancing Term Loans shall be directly applied to prepay outstanding Term Loans, (C) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $100,000,000, (D) subject to Section 1.2(j), no Incremental Term Loans (other than Escrow Incremental Term Loans) may be borrowed if a Default or Event of Default is in existence after giving pro forma effect thereto, (E) Escrow Incremental Term Loans shall not be deemed to be outstanding under this Agreement or any other Loan Document for any purposes hereof (including, without limitation, for purposes of any financial calculation, the definition of “Obligations”, the definition of “Required Lenders” or Section 8 or Section 10.1 hereof) and the obligations with respect thereto shall not be recourse to the Borrower or any Subsidiary Guarantor, in each case, unless and until the Escrow Assumption with respect thereto has occurred and (F) the Escrow Assumption with respect to any Escrow Incremental Term Loans shall not be permitted unless on the date thereof (and after giving effect thereto) the conditions set forth in clauses (A) and (D) above would be satisfied if the Borrower Agent was borrowing such Incremental Term Loans on the date of such Escrow Assumption. With the consent of the Borrower and each of the Borrowers shall not requestLenders with any Class of then outstanding Incremental Term Loans and pursuant to an assumption agreement reasonably satisfactory to the Administrative Agent, and an Escrow Borrower may assume all obligations of the ABL Revolving Lenders shall be under no obligation Borrower with respect to fund, any ABL Revolving Loan unless the Borrowers have borrowed FILO such Class of Term Loans in an amount up (including with respect to the full principal amount thereof and all accrued and unpaid interest and other amounts owing with respect thereto, in which case, such Class of the FILO Line Cap then in effect. All FILO Credit Extensions Incremental Term Loans shall thereafter be deemed to not be outstanding for purposes of this Agreement or any other Loan Document and shall be FILO Escrow Term Loans under until such time, if any, as an Escrow Assumption with respect thereto has occurred, at which time any such Escrow Term Loans that accrued interest at a rate based on the FILO Facility and all Letters of Credit and Swingline Loans Eurodollar Rate immediately prior to such Escrow Assumption shall constitute ABL Revolving Credit Extensions under the ABL Revolving Facility. Within the foregoing limits and subject a Eurodollar Tranche with an initial Interest Period equal to the terms and conditions set forth herein (including the Administrative Agent’s authority, then unexpired interest period applicable thereto immediately prior to such Escrow Assumption. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. The consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any Person to make Protective Advances provide an Incremental Term Loan unless such Person, or an Affiliate thereof, was previously a Lender. Notwithstanding the foregoing, with the consent of the holders of any Pre-Existing Debt, the Borrower and the Administrative Agent (to the extent the consent of the Administrative Agent would be required for an assignment to any such holder, such consent not to be unreasonably withheld), such Pre-Existing Debt may, pursuant to an Incremental Activation Notice, be deemed to have been issued as Incremental Term Loans under this Agreement on the date of effectiveness of such Incremental Activation Notice so long as the Incremental Term Loans resulting therefrom comply with the requirements set forth above (other than clause (C)) that are applicable to Incremental Term Loans and thereafter, the terms of Section 2.04), the Borrowers may borrow, repay and reborrow Revolving Loans. All Borrowers such Pre-Existing Debt shall be jointly governed by the terms of this Agreement (as modified by the applicable Incremental Activation Notice). (h) The Borrower may at any time and severally liable as borrowers for from time to time request that all Borrowings or a portion of each Borrower regardless the Term Loans of which Borrower received the proceeds thereof.any Class (an “Existing Class”) be conver

Loans and Commitments. Subject to the terms and conditions set forth herein: (a) each ABL Revolving Lender agrees, severally and not jointly, to make ABL Revolving Loans in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) such Lender’s ABL Revolving Exposure exceeding such Lender’s ABL Commitment, or (ii) the total ABL Revolving Exposures exceeding the lesser of (x) the aggregate ABL Revolving Commitments and (y) the ABL Borrowing Base (such lesser amount, the “ABL Line Cap”); and (b) each FILO Lender agrees, severally and not jointly, to make FILO Loans in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) such FILO Lender’s FILO Loans exceeding such FILO Lender’s FILO Commitment, or (ii) the aggregate principal amount of FILO Loans outstanding exceeding the FILO Line Cap; provided that, in each case, the Borrower Agent and the Borrowers shall not request, and the ABL Revolving Lenders shall be under no obligation to fund, any ABL Revolving Loan unless the Borrowers have borrowed FILO Loans in an amount up to the full amount of the FILO Line Cap then in effect. All FILO Credit Extensions shall be FILO Loans under the FILO Facility and all Letters of Credit and Swingline Loans shall constitute ABL Revolving Credit Extensions under the ABL Revolving Facility. Within the foregoing limits and subject Subject to the terms and conditions set forth herein (including Sections 4.01 and 4.02), and relying upon the representations and warranties set forth herein, each Lender with a Refinanced Commitment shall be deemed, on the Effective Date, to have made a loan to the Borrower (each such loan, a “Refinanced Loan”) in an aggregate amount equal to such Lender’s Refinanced Commitment. The Administrative Agent’s authority, in its sole discretionthe Lenders and the Credit Parties each acknowledges and agrees that the Refinanced Loans shall be deemed funded on the Effective Date without any actual funding and the Refinanced Commitment of each Lender shall terminate immediately and automatically after the deemed making of the Refinanced Loan. The Borrower acknowledges and agrees that the full proceeds of the Refinanced Loans have been disbursed by the Lenders to the Borrower. The Refinanced Loans shall initially be made as Eurodollar Loans with an Interest Period of three months. Once repaid, the Refinanced Loans may not be reborrowed, and any Refinanced Commitment, once terminated, may not be reinstated. (b) Subject to the terms and conditions set forth herein (including Sections 4.01 and 4.02), and relying upon the representations and warranties set forth herein, each Lender with a New Money Commitment agrees, severally and not jointly, to make Protective Advances loans to the Borrower (each such loan, a “New Money Loan”) in Dollars on any Business Day on or following the Effective Date and during the Availability Period in an aggregate amount not to exceed its New Money Commitment at such time; provided that the aggregate amount of each such Borrowing shall not be less than $500,000 (or, if less, the aggregate amount of the remaining New Money Commitments), and, in any event, in an aggregate amount for each such Borrowing not to exceed the aggregate New Money Commitments at such time. The amount of each Lender’s New Money Loan as part of any such Borrowing shall equal its pro rata share of such Borrowing. (c) Proceeds of the New Money Loans shall be used and distributed by the Borrower solely as permitted herein. Once borrowed or repaid, the New Money Loans may not be reborrowed, and any New Money Commitment, once terminated or reduced, may not be reinstated. The aggregate amount of the New Money Commitments shall be reduced by the amount of each Borrowing of New Money Loans made hereunder immediately upon the funding thereof, and the amount of each Lender’s applicable New Money Commitment shall be automatically and permanently reduced by the amount of the related New Money Loan funded by such Lender pursuant to Section 2.02(b) immediately upon the terms of Section 2.04), the Borrowers may borrow, repay and reborrow Revolving Loans. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of each Borrower regardless of which Borrower received the proceeds funding thereof.

Loans and Commitments. (a) Subject to the terms and conditions set forth herein:hereof, each Term A-2 Loan outstanding under the Existing Credit Agreement on the Restatement Effective Date shall remain outstanding under this Agreement as a Term A-2 Loan. Term A-2 Loans that were Eurodollar Loans of a particular ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (with the same Eurodollar Rate). Term A-2 Loans that were ABR Loans immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term A-2 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (ab) Subject to the terms and conditions hereof, each ABL Term A-3 Loan outstanding under the Existing Credit Agreement on the Restatement Effective Date shall remain outstanding under this Agreement as a Term A-3 Loan. Term A-3 Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (with the same Eurodollar Rate). Term A-3 Loans that were ABR Loans immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term A-3 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (c) [Reserved]. (d) Subject to the terms and conditions hereof, each Term B Loan outstanding under the Existing Credit Agreement on the Restatement Effective Date shall remain outstanding under this Agreement as a Term B Loan. Term B Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (with the same Eurodollar Rate). Term B Loans that were ABR Loans immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term B Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (e) [Reserved]. (f) Subject to the terms and conditions hereof, each Revolving Lender agrees, severally and not jointly, agrees to make ABL Revolving Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Availability Revolving Commitment Period with respect to such Lender’s Revolving Commitment in an aggregate principal amount requested by a Borrower (or at any one time outstanding which, when added to such Lender’s Revolving Percentage of the Borrower Agent on behalf sum of such Borrower) that will not result in (i) such Lender’s ABL Revolving Exposure exceeding such Lender’s ABL Commitment, or (ii) the total ABL Revolving Exposures exceeding the lesser L/C Obligations then outstanding with respect to each Letter of (x) the aggregate ABL Revolving Commitments Credit and (y) the ABL Borrowing Base (such lesser amount, the “ABL Line Cap”); and (b) each FILO Lender agrees, severally and not jointly, to make FILO Loans in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) such FILO Lender’s FILO Loans exceeding such FILO Lender’s FILO Commitment, or (ii) the aggregate principal amount of FILO the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period for any Revolving Commitment, the Borrower may use such Revolving Commitment 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 Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (g) Following the Restatement Effective Date, the Borrower (or, in the case of Escrow Incremental Term Loans, the Escrow Borrower) and any one or more Lenders (including Persons that become Lenders in connection therewith) may from time to time agree that such Lenders shall make Incremental Term Loans by executing and delivering to the Administrative Agent an Incremental Activation Notice specifying (i) the amount of such Incremental Term Loans, (ii) the applicable Incremental Closing Date, (iii) the applicable Incremental Term Maturity Date (which shall not be earlier than the Term B Maturity Date; provided that Incremental Term Loans shall not be required to comply with this clause (iii) or clause (iv) below so long as (x) such Incremental Term Loans have an Incremental Term Maturity Date that is no earlier than the Term A-3 Maturity Date and a Weighted Average Life to Maturity that is no shorter than the then remaining Weighted Average Life to Maturity of the Term A-3 Loans and (y) the aggregate principal amount of such Incremental Term Loans outstanding exceeding at any time does not exceed 2.0x Annualized Operating Cash Flow, calculated in the FILO Line Capmanner contemplated by Section 1.2(f) as if any Investment pursuant to which such Indebtedness was incurred occurred on the first day of the applicable Test Period, for the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.1(a) or (b) prior to the incurrence of such Incremental Term Loans, (iv) the amortization schedule for such Incremental Term Loans; provided that, except as permitted by the proviso to clause (iii) above, in no event will any Incremental Term Loans have a Weighted Average Life to Maturity that is shorter than the then remaining Weighted Average Life to Maturity of the Term B Loans, (v) the Applicable Margin for such Incremental Term Loans and any prepayment premiums or call protection applicable thereto, (vi) the proposed original issue discount applicable to such Incremental Term Loans, if any, (vii) whether, if applicable, such Incremental Term Loans constitute Refinancing Term Loans or Escrow Incremental Term Loans, (viii) whether any provision of this Agreement that requires a minimum final maturity or Weighted Average Life to Maturity for any other Indebtedness by reference to any previously established Term Loans is following the Incremental Closing Date amended to provide a similar benefit to such Incremental Term Loans, and (ix) any other terms and conditions that will apply to such Incremental Term Loans; provided that, except as provided above, (x) such other terms and conditions shall be the same as or less favorable to the Lenders providing such Incremental Term Loans than the terms and conditions of any then outstanding Class of Term Loans, (y) such other terms and conditions shall not apply until all then outstanding Loans and Commitments (other than such Incremental Term Loans) have been repaid and terminated, as applicable, or until approved by the Required Lenders or (z) such other terms and conditions shall apply to Escrow Incremental Term Loans solely until the Escrow Assumption with respect thereto occurs. Notwithstanding the foregoing, without the consent of the Required Lenders, (A) no Incremental Term Loans (other than Escrow Incremental Term Loans) may be borrowed after the Restatement Effective Date if after giving effect to the borrowing of such Incremental Term Loans and the application of proceeds therefrom on the date such Incremental Term Loans are borrowed the aggregate principal amount of all Classes of Term Loans, First Lien Notes and Pre-Existing Debt would exceed the First Lien Term Cap, (B) no Net Cash Proceeds of any Incremental Term Loans that are not Refinancing Term Loans shall be directly applied to prepay outstanding Term Loans, (C) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $100,000,000, (D) subject to Section 1.2(j), no Incremental Term Loans (other than Escrow Incremental Term Loans) may be borrowed if a Default or Event of Default is in existence after giving pro forma effect thereto, (E) Escrow Incremental Term Loans shall not be deemed to be outstanding under this Agreement or any other Loan Document for any purposes hereof (including, without limitation, for purposes of any financial calculation, the definition of “Obligations”, the definition of “Required Lenders” or Section 8 or Section 10.1 hereof) and the obligations with respect thereto shall not be recourse to the Borrower or any Subsidiary Guarantor, in each case, unless and until the Escrow Assumption with respect thereto has occurred and (F) the Escrow Assumption with respect to any Escrow Incremental Term Loans shall not be permitted unless on the date thereof (and after giving effect thereto) the conditions set forth in clauses (A) and (D) above would be satisfied if the Borrower Agent was borrowing such Incremental Term Loans on the date of such Escrow Assumption. With the consent of the Borrower and each of the Borrowers shall not requestLenders with any Class of then outstanding Incremental Term Loans and pursuant to an assumption agreement reasonably satisfactory to the Administrative Agent, and an Escrow Borrower may assume all obligations of the ABL Revolving Lenders shall be under no obligation Borrower with respect to fund, any ABL Revolving Loan unless the Borrowers have borrowed FILO such Class of Term Loans in an amount up (including with respect to the full principal amount thereof and all accrued and unpaid interest and other amounts owing with respect thereto, in which case, such Class of the FILO Line Cap then in effect. All FILO Credit Extensions Incremental Term Loans shall thereafter be deemed to not be outstanding for purposes of this Agreement or any other Loan Document and shall be FILO Escrow Term Loans under until such time, if any, as an Escrow Assumption with respect thereto has occurred, at which time any such Escrow Term Loans that accrued interest at a rate based on the FILO Facility and all Letters of Credit and Swingline Loans Eurodollar Rate immediately prior to such Escrow Assumption shall constitute ABL Revolving Credit Extensions under the ABL Revolving Facility. Within the foregoing limits and subject a Eurodollar Tranche with an initial Interest Period equal to the terms and conditions set forth herein (including the Administrative Agent’s authority, then unexpired interest period applicable thereto immediately prior to such Escrow Assumption. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. The consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any Person to provide an Incremental Term Loan unless such Person, or an Affiliate thereof, was previously a Lender. Notwithstanding the foregoing, with the consent of the holders of any Pre-Existing Debt, the Borrower and the Administrative Agent (to the extent the consent of the Administrative Agent would be required for an assignment to any such holder, such consent not to be unreasonably withheld), such Pre-Existing Debt may, pursuant to an Incremental Activation Notice, be deemed to have been issued as Incremental Term Loans under this Agreement on the date of effectiveness of such Incremental Activation Notice so long as the Incremental Term Loans resulting therefrom comply with the requirements set forth above (other than clause (C)) that are applicable to Incremental Term Loans and thereafter, the terms of such Pre-Existing Debt shall be governed by the terms of this Agreement (as modified by the applicable Incremental Activation Notice). To the extent provided in the relevant Incremental Activation Notice with respect to any Refinancing Term Loans, any portion of the Term Loans that would otherwise be repaid from the net proceeds of such Refinancing Term Loans may be converted on a “cashless roll” basis into such Refinancing Term Loans if agreed to by each Lender holding the Term Loans that are so converted. (h) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “Existing Class”) be converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.1(h). In order to establish a Series of Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be identical in all material respects to the Term Loans under the Existing Class from which such Extended Term Loans are to be converted except that (i) all or any of the scheduled amortization payments of principal and payment at maturity of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal and payment at maturity of the Term Loans of such Existing Class to the extent provided in the applicable Incremental Activation Notice, (ii) the Applicable Margins with respect to the Extended Term Loans may be different than the Applicable Margins for the Term Loans of such Existing Class and upfront fees may be paid to the Extending Term Lenders, in each case, to make Protective Advances the extent provided in the applicable Incremental Activation Notice, (iii) [reserved] and (iv) the Incremental Activation Notice may provide for other covenants and terms (x) that apply solely to any period after the latest final maturity of the Term Loans and Commitments in effect on the effective date of the Incremental Activation Notice immediately prior to the establishment of such Extended Term Loans, or after approval thereof by the Required Lenders or (y) that are less favorable to the holders of the Extended Term Loans than the covenants and terms applicable to the Existing Class. The Borrowers shall provide the applicable Extension Request at least five (5) Business Days prior to the date on which Lenders are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans of the applicable Existing Class subject to such Extension Request converted into Extended Term Loans shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of the applicable Existing Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans of the applicable Existing Class subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans of the applicable Existing Class subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans of the applicable Existing Class included in each such Extension Election. The final terms of Section 2.04), the Borrowers may borrow, repay and reborrow Revolving Loans. All Borrowers Extended Term Loans (which shall be jointly consistent with the Extension Request) and severally liable the allocations of the Extended Term Loans among the Extending Term Lenders shall be as borrowers set forth in the applicable Incremental Activation Notice entered into by the Borrower and the Administrative Agent. Each Extending Term Lender’s Election Request shall be deemed to be an authorization for all Borrowings the Administrative Agent and the Borrower to enter into such Incremental Activation Notice in accordance with the requirements set forth above in this Section 2.1(h) and to bind such Extending Term Lender thereby. (i) The Borrower and any one or more Lenders (including Persons that become Lenders in connection therewith) may from time to time agree that such Lenders will establish Revolving Commitments through (A) the provision of each Borrower regardless a new Revolving Commitment by any such Lender or (B) the conversion of which Borrower received the proceeds thereof.a previously established Revolving Commitment of any such Lender to such Extended Revolving Commitment of such Lender (any Revolving Commitments being established pursuant

Loans and Commitments. (a) Subject to the terms and conditions set forth herein:hereof, each Term A Loan outstanding under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall remain outstanding under this Agreement from and after the New Restatement Effective Date as a Term A Loan hereunder. Each Term A Loan that was a Eurodollar Loan of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be a Eurodollar Loan of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate for such Interest Period). Each Term A Loan that was an ABR Loan under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be an ABR Loan under this Agreement. The Term A Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (ab) Subject to the terms and conditions hereof, each ABL Term C Loan outstanding under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall remain outstanding under this Agreement as a Term C Loan. Term C Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term C Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term C Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (c) Subject to the terms and conditions hereof, each Term D Loan outstanding under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall remain outstanding under this Agreement from and after the New Restatement Effective Date as a Term D Loan hereunder. Term D Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term D Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term D Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (d) Subject to the terms and conditions hereof, the Non-Revolving Commitments and the Non-Revolving Loans outstanding under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall continue to be outstanding under this Agreement from and after the New Restatement Effective Date as Non-Revolving Commitments and Non-Revolving Loans. Non-Revolving Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate) Non-Revolving Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be ABR Loans under this Agreement. The Non-Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10[Reserved]. (e) Subject to the terms and conditions hereof, each Revolving Lender agrees, severally and not jointly, agrees to make ABL revolving credit loans (“Revolving Loans in Dollars Loans”) to the Borrowers Borrower from time to time during the Availability Revolving Commitment Period with respect to such Lender's Revolving Commitment in an aggregate principal amount requested by a Borrower (or at any one time outstanding which, when added to such Lender's Revolving Percentage of the Borrower Agent on behalf sum of such Borrower) that will not result in (i) such Lender’s ABL Revolving Exposure exceeding such Lender’s ABL Commitment, or (ii) the total ABL Revolving Exposures exceeding the lesser L/C Obligations then outstanding with respect to each Letter of (x) the aggregate ABL Revolving Commitments Credit and (y) the ABL Borrowing Base (such lesser amount, the “ABL Line Cap”); and (b) each FILO Lender agrees, severally and not jointly, to make FILO Loans in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) such FILO Lender’s FILO Loans exceeding such FILO Lender’s FILO Commitment, or (ii) the aggregate principal amount of FILO the Swingline Loans outstanding exceeding then outstanding, does not exceed the FILO Line Cap; provided that, in each caseamount of such Lender's Revolving Commitment. During the Revolving Commitment Period for any Revolving Commitment, the Borrower Agent and may use such Revolving Commitment by borrowing, prepaying the Borrowers shall not requestRevolving Loans in whole or in part, and the ABL Revolving Lenders shall be under no obligation to fundreborrowing, any ABL Revolving Loan unless the Borrowers have borrowed FILO Loans all in an amount up to the full amount of the FILO Line Cap then in effect. All FILO Credit Extensions shall be FILO Loans under the FILO Facility and all Letters of Credit and Swingline Loans shall constitute ABL Revolving Credit Extensions under the ABL Revolving Facility. Within the foregoing limits and subject to accordance with the terms and conditions set forth herein (including hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent’s authority, Agent in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04), the Borrowers may borrow, repay accordance with Sections 2.2 and reborrow Revolving Loans. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of each Borrower regardless of which Borrower received the proceeds thereof2.

Loans and Commitments. Subject to the terms and conditions set forth herein: (a) each ABL Revolving Lender agrees, severally and not jointly, to make ABL Revolving Loans in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) such Lender▇▇▇▇▇▇’s ABL Revolving Exposure exceeding such Lender▇▇▇▇▇▇’s ABL Revolving Commitment, or (ii) the total ABL Revolving Exposures exceeding the lesser of (x) the aggregate ABL Revolving Commitments and (y) the ABL Borrowing Base (such lesser amount, the “ABL Line Cap”)Cap less the Availability Block; and (b) each FILO Lender agrees, severally and not jointly, to make FILO Loans in Dollars to the Borrowers from time to time during on the Availability Period Closing Date in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) such FILO Lender’s FILO Loans exceeding equal to such FILO Lender’s FILO Commitment, or (ii) the aggregate principal amount of FILO Loans outstanding exceeding the FILO Line Cap; provided that, in each case, the Borrower Agent and the Borrowers shall not request, and the ABL Revolving Lenders shall be under no obligation to fund, any ABL Revolving Loan unless the Borrowers have borrowed FILO Loans in an amount up to the full amount of the FILO Line Cap then in effect. All FILO Credit Extensions shall be FILO Loans under the FILO Facility and all Letters of Credit and Swingline Loans shall constitute ABL Revolving Credit Extensions under the ABL Revolving Facility. Within the foregoing limits and subject to the terms and conditions set forth herein (including the Administrative Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04), the Borrowers may borrow, repay and reborrow ABL Revolving Loans. Amounts borrowed in respect of the FILO Commitments and subsequently repaid or prepaid may not be reborrowed. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of each Borrower regardless of which Borrower received the proceeds thereof.

Loans and Commitments. Subject to (a) On the terms and subject to the conditions set forth herein: (a) each ABL Revolving Lender agrees, Lenders severally and not jointly, agree to make ABL Revolving Loans a term loan in Dollars an original principal amount equal to $80,000,000 (the “Term Loan”) to the Borrowers Borrower on the Effective Date. Each Lender’s obligation to fund the Term Loan shall be limited to such Lender’s Term Loan Commitment Percentage of the Term Loan, and no Lender shall have any obligation to fund any portion of the Term Loan required to be funded by any other Lender, but not so funded. The Borrower shall not have any right to reborrow any portion of the Term Loan which are repaid or prepaid from time to time time. (b) On the terms and subject to the conditions set forth herein, Lenders severally agree to make term loans to the Borrower, during the Availability Period Delayed Draw Term Loan Funding Period, in multiple draws (each a “Delayed Term Loan Draw”) up to an aggregate principal amount requested by of $45,000,000 (collectively, the “Delayed Draw Term Loans”). Each Lender’s obligation to fund a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (i) Delayed Term Loan Draw shall be limited to such Lender’s ABL Revolving Exposure exceeding Delayed Draw Term Loan Commitment Percentage of such Lender’s ABL Commitment, or (ii) the total ABL Revolving Exposures exceeding the lesser of (x) the aggregate ABL Revolving Commitments and (y) the ABL Borrowing Base (such lesser amount, the “ABL Line Cap”); and (b) each FILO Lender agrees, severally and not jointly, to make FILO Loans in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount Delayed Term Loan Draw requested by a Borrower (or the Borrower Agent on behalf hereunder. No Lender shall have any obligation to fund any portion of the Delayed Draw Term Loans unless the proceeds of such Borrower) that will not result in (i) such FILO Lender’s FILO Loans exceeding such FILO Lender’s FILO Commitment, or (ii) Delayed Draw Term Loan are used for a Pre-Approved Acquisition. The Delayed Draw Term Loan Commitment shall terminate at the aggregate principal amount of FILO Loans outstanding exceeding the FILO Line Cap; provided that, in each case, the Borrower Agent and the Borrowers shall not request, and the ABL Revolving Lenders shall be under no obligation to fund, any ABL Revolving Loan unless the Borrowers have borrowed FILO Loans in an amount up to the full amount end of the FILO Line Cap then in effect. All FILO Credit Extensions shall be FILO Loans under the FILO Facility and all Letters of Credit and Swingline Loans shall constitute ABL Revolving Credit Extensions under the ABL Revolving Facility. Within the foregoing limits and subject to the terms and conditions set forth herein (including the Administrative Agent’s authorityDelayed Draw Term Loan Funding Period, in its sole discretion, to make Protective Advances if not earlier pursuant to the terms of Section 2.04), this Agreement. The Borrower shall not have any right to reborrow any portion of the Borrowers may borrow, repay and reborrow Revolving LoansDelayed Draw Term Loans which is repaid or prepaid from time to time. All Borrowers Delayed Term Loan Draws shall be jointly and severally liable as borrowers made pursuant to a Borrowing Request to be delivered to the Administrative Agent pursuant to Section 2.03. Each such request for all Borrowings a Delayed Term Loan Draw shall be in a minimum amount of each Borrower regardless $5,000,000, and, if greater, in integral multiples of which Borrower received the proceeds thereof$1,000,000 thereon.

Loans and Commitments. (a) Subject to the terms and conditions hereof, the Non-Extended Portion of each Term Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall remain outstanding under this Agreement from and after the Restatement Effective Date as a Term B Loan hereunder and such Term B Loans shall, forset forth in Amendment No. 3 (x) the Additional Term C-2 Lender agrees to make loans to the Borrower (each a “Term C-2 Loan”) on the Amendment No. 3 Effective Date (i) in an aggregate amount denominated in Dollars not to exceed the amount of its Additional Dollar Term C-2 Commitment, which Term C-2 Loan shall be a Dollar Term Loan on the Amendment No. 3 Effective Date, and (ii) in an aggregate amount denominated in Euros not to exceed the amount of its Additional Euro Term C-2 Commitment, which Term C-2 Loan shall be a Euro Term Loan on the Amendment No. 3 Effective Date, and (y) each Converted Term Loan of each Amendment No. 3 Converting Lender shall be converted into a Term C-2 Loan of such Lender effective as of the Amendment No. 3 Effective Date in a principal amount equal to all or a portion of the principal amount of such Lender’s Converted Term Loan immediately prior to such conversion. For the avoidance of doubt, have an aggregate principal amount of $508,869,157.19 as of the Restatement Effective Date. The Non-Extended Portion of each Term Loan that was a Eurocurrency Term Loan under the Existing Credit Agreementsuch conversion shall not constitute a novation of any interest owing to any Amendment No. 3 Converting Lender and each Amendment No. 3 Converting Lender shall receive all accrued and unpaid interest owing to it from the Borrower to but not including the Amendment No. 3 Effective Date with respect to its Converted Term Loan (which, in the case of accrued interest, shall be payable on the Amendment No. 3 Effective Date). Converted Term Loans that were Eurocurrency Term Loans immediately prior to the RestatementAmendment No. 3 Effective Date shall initially be a Eurocurrency Term LoanLoans under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurocurrency Term Loan under the Existing Credit Agreement. The Non-Extended Portion of each. Converted Term LoanLoans that was anwere ABR Term Loan under the Existing Credit AgreementLoans immediately prior to the RestatementAmendment No. 3 Effective Date shall initially be an ABR Term LoanLoans under this Agreement. The Term BC-2 Loans may from time to time be Eurocurrency Term Loans or ABR Term Loans, as determined by the Company and notified to the Administrative Agent in accordance with Section 2.02(A) and 2.07. Converted Term Loans that were Dollar Term Loans immediately prior to the Amendment No. 3 Effective Date shall be Dollar Term Loans under this Agreement. Converted Term Loans that were Euro Term Loans immediately prior to the Amendment No. 3 Effective Date shall be Euro Term Loans under this Agreement. (b) Subject to the terms and conditions hereof, the Extended Portion of each Term Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall be converted into a Term C Loan under this Agreement from and after the Restatement Effective Date and such Term C Loans shall, for the avoidance of doubt, have an aggregate principal amount of $1,410,416,342.81 as of the Restatement Effective Date. Term C Loans that were Eurocurrency Term Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurocurrency Term Loans under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurocurrency Term Loan under the Existing Credit Agreement. Term C Loans that were ABR Term Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Term Loans under this Agreement. The Term C Loans may from time to time be Eurocurrency Term Loans or ABR Term Loans, as determined by the Company and notified to the Administrative Agent in accordance with Sections 2.02(A) and 2.07. (c) Subject to the terms and conditions hereof, the Non-Extended Portion of each Revolving Facility Commitment outstanding under (and as defined in) the Existing Credit Agreement immediately prior to the Restatement Effective Date shall continue to be outstanding under this Agreement from and after the Restatement Effective Date as Tranche 1 Revolving Commitments. Subject to the terms and conditions hereof, the Extended Portion of each Revolving Facility Commitment outstanding under (and as defined in) the Existing Credit Agreement immediately prior to the Restatement Effective Date shall continue to be outstanding under this Agreement from and after the Restatement Effective Date, and the Extended Portion of each Revolving Facility Commitment provided as of the Restatement Effective Date pursuant to the Amendment Agreement as a “New Tranche 2 Revolving Commitment” (as defined in the Amendment Agreement) shall be outstanding under this Agreement from and after the Restatement Effective Date, in each case, as Tranche 2 Revolving Commitments. Any Revolving Facility Loans outstanding on the Restatement Effective Date shall initially be Revolving Facility Loans under this Agreement; provided that on and after the Restatement Effective Date, (x) each Tranche 1 Revolving Lender will be deemed to be holding such Revolving Facility Loans as Tranche 1 Revolving Facility Loans and (y) each Tranche 2 Revolving Lender will be deemed to be holding such Revolving Facility Loans as Tranche 2 Revolving Facility Loans. Any Revolving Facility Loans made on or after the Restatement Effective Date shall be allocated to the two Classes of Revolving Facility Loans ratably in accordance with the aggregate Commitments under each Class, and among the Revolving Lenders in each Class ratably in accordance with their respective Revolving Facility Percentages and shall be reallocated on the Tranche 1 Revolving Facility Maturity date in the manner set forth herein:below; provided, however, that there shall be no such reallocation of Revolving Facility Loans in the event the maturity of the Loans has been accelerated prior to the Tranche 1 Revolving Facility Maturity Date. Revolving Facility Loans that were Eurocurrency Revolving Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurocurrency Revolving Loans under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurocurrency Revolving Loans under the Existing Credit Agreement. Revolving Facility Loans that were ABR Revolving Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Revolving Loans under this Agreement. The Revolving Facility Loans may from time to time be Eurocurrency Revolving Loans or ABR Revolving Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.02(A) and 2.07. On the Tranche 1 Revolving Facility Maturity Date, each Tranche 2 Revolving Lender shall purchase at par from each Tranche 1 Revolving Lender such portions of the Revolving Facility Loans outstanding on the Restatement Effective Date as may be specified by the Administrative Agent so that, immediately following such purchases, all Eurocurrency Revolving Loans and all ABR Revolving Loans shall be held by the Tranche 2 Revolving Lenders on a pro rata basis in accordance with their respective Tranche 2 Revolving Facility Percentages on the Tranche 1 Revolving Facility Maturity Date. (ad) Subject to the terms and conditions hereof, each ABL Revolving Lender agrees, severally and not jointly, agrees to make ABL Revolving Loans in Dollars revolving loans to the Revolving Borrowers from time to time during the Revolving Availability Period in an aggregate principal amount requested by a Borrower (or the Borrower Agent on behalf of such Borrower) that will not result in (iA) such Lender’s ABL Revolving Facility Credit Exposure exceeding such Lender’s ABL Commitment, Revolving Facility Commitment of such Class or (iiB) the total ABL Revolving Exposures Facility Credit Exposure of any Class exceeding the lesser total Revolving Facility Commitments of such Class, such Revolving Facility Loans to be made in (x) the aggregate ABL Dollars if to any Revolving Commitments Borrower other than a Foreign Subsidiary and (y) in Euros or Dollars, at the ABL Borrowing Base (such lesser amount, the “ABL Line Cap”); and (b) each FILO Lender agrees, severally and not jointly, to make FILO Loans in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount requested by a Borrower (or election of the Borrower Agent Representative, on behalf of such any Borrower) , if to any Foreign Revolving Borrower, provided that will not result in (i) such FILO Lender’s FILO Loans exceeding such FILO Lender’s FILO Commitment, or (ii) the aggregate principal amount of FILO Loans outstanding exceeding Revolving Facility Credit Exposure with respect to any Revolving Borrower (other than the FILO Line Cap; provided that, in each case, the Borrower Agent Company and the Borrowers CALLC) shall not request, and the ABL exceed such Revolving Lenders shall be under no obligation to fund, any ABL Revolving Loan unless the Borrowers have borrowed FILO Loans in an amount up to the full amount of the FILO Line Cap then in effect. All FILO Borrower’s Maximum Credit Extensions shall be FILO Loans under the FILO Facility and all Letters of Credit and Swingline Loans shall constitute ABL Revolving Credit Extensions under the ABL Revolving Facility. Within Limit; within the foregoing limits and subject to the terms and conditions set forth herein herein, the Revolving Borrowers may borrow, prepay and reborrow Revolving Facility Loans. (including the Administrative Agent’s authority, in its sole discretion, to make Protective Advances pursuant e) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving loans to a CL Borrower (as specified in the related Borrowing Request) in Dollars from time to time during the CL Availability Period in an aggregate amount that will not result in (A) such Lender’s CL Exposure exceeding such Lender’s Credit-Linked Commitment or (B) the CL Exposure exceeding the Total Credit-Linked Commitment of Section 2.04)such Class; within the foregoing limits and subject to the terms and conditions set forth herein, the CL Borrowers may borrow, repay and reborrow Revolving CL Loans. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of each Borrower regardless of which Borrower received the proceeds thereof.