Common use of Reallocation Clause in Contracts

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If the Maturity Date in respect of any tranche of a Class of Revolving Facility Commitments occurs prior to the expiration of any Letter of CreditCredit issued under such Class of Revolving Facility Commitments, then (i) if one or more other tranches of Revolving Facility Commitments of the same Class in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the applicable Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by the applicable Lenders pursuant to) the Revolving Facility Commitments of the same Class in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment Commitments of such Class to exceed such Lender’s CommitmentRevolving Facility Commitments of such Class, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower applicable Borrowers shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the applicable Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments of the same Class shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued under such Class of Revolving Facility Commitments before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility CommitmentsCommitments of the same Class, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If The Administrative Agent, the Maturity Date Borrowers and each Lender (including each Additional Lender) agree that upon the effectiveness of this Agreement on the Restatement Effective Date, the amount of such Lender’s Commitment is as set forth on Schedule 2.01. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Commitments of each of the Lenders, the outstanding amount of all Loans and L/C Advances (and related interest amounts) shall be reallocated among the Lenders in accordance with their respective Applicable Percentages, and in order to effect such reallocations, each Additional Lender and each other Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of any tranche the Lenders whose Commitments are less than their respective “Commitments” under the Existing Credit Agreement (each an “Assignor Lender”), so that the Commitments of Revolving Facility Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date each Lender will be as set forth on Schedule 2.01. Such purchases shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of effected by way of, and subject to the obligations of terms and conditions of, Assignment and Assumptions without the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount payment of any Letter of Credit may related assignment fee, and, except for any requested replacement promissory notes to be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) provided to the extent not reallocated pursuant Assignor Lenders and Assignee Lenders in the principal amounts of their respective Commitments, no other documents or instruments shall be, or shall be required to the immediately preceding clause be, executed in connection with such assignments (i), the Borrower shall cash collateralize any such Letter all of Credit in accordance with Section 2.05(11which are hereby waived). If, for any reason, The Assignor Lenders and Assignee Lenders shall make such cash collateral is not provided or reallocation does not occursettlements among themselves, through the Revolving Lenders under Administrative Agent, as the maturing tranche shall continue Administrative Agent may direct (after giving effect to be responsible for their participating interests in any netting effected by the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (iAdministrative Agent) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (such reallocations and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesassignments.

Reallocation. If the Maturity Date maturity date shall have occurred in respect of any tranche Tranche of Revolving Facility Commitments occurs prior (the “Expiring Credit Commitment”) at a time when another Tranche or Tranches of Revolving Commitments is or are in effect with a longer maturity date (each, a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by the Swing Line Lender, on the earliest occurring maturity date such Swing Line Loan shall be deemed reallocated to the expiration of any Letter of Credit, then (i) if one Tranche or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes Tranches of the obligations Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not Credit Exposure to exceed the aggregate principal amount of such Non-Expiring Credit Commitments, immediately prior to such allocation the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may Swing Line Loans to be reallocated); provided, in no event reallocated equal to such excess shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, be repaid or Cash Collateralized and (iiy) to notwithstanding the extent not reallocated pursuant to the immediately preceding clause (i)foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, still be obligated to pay Swing Line Loans allocated to the Revolving Lenders under holding the maturing tranche shall continue to be responsible for their participating interests in Expiring Credit Commitments at the Letters maturity date of Credit. Except the Expiring Credit Commitments or if the Loans have been accelerated prior to the extent of reallocations of participations pursuant to clause (i) maturity date of the second preceding sentence, Expiring Credit Commitment. Upon the occurrence maturity date of a Maturity Date with respect to a given tranche any Tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters Swing Line Loans may be reduced as agreed between the Swing Line Lender and the Borrower, without the consent of Credit shall be agreed with the Lenders under the extended tranchesany other Person.

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the applicable Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-non- terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If any Revolving Lender is a Defaulting Lender, all or a portion of such Defaulting Lender’s Letter of Credit Obligations (unless such Lender is the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any L/C Issuer that Issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, then at Agent’s election at any time or upon any L/C Issuer’s or Swing Lender’s, as applicable, written request delivered to Agent (i) if one whether before or more other tranches after the occurrence of Revolving Facility Commitments in respect any Default or Event of which the Maturity Date shall not have occurred are then in effectDefault), such Letters of Credit shall automatically be deemed reallocated to have been issued (including for purposes of the obligations of and assumed by the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments that are not Defaulting Lenders pro rata in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount accordance with their Commitment Percentages of the unutilized Aggregate Revolving Facility Commitments thereunder at such time Loan Commitment (it being understood calculated as if the Defaulting Lender’s Commitment Percentage was reduced to zero and each other Revolving Lender’s (other than any other Defaulting Lender’s) Commitment Percentage had been increased proportionately), provided that no partial face amount Revolving Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of any its outstanding Revolving Loans, outstanding Letter of Credit may be reallocated); providedObligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its Revolving Loan Commitment. Subject to Section 10.25, no event reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such reallocation cause a Non-Defaulting Lender’s share of the Revolving Facility Commitment to exceed increased exposure following such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesreallocation.

Reallocation. If the Maturity Date maturity date shall have occurred in respect of any tranche Tranche of Revolving Facility Commitments occurs prior (the “Expiring Credit Commitment”) at a time when another Tranche or Tranches of Revolving Commitments is or are in effect with a longer maturity date (each, a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by the Swing Line Lender, on the earliest occurring maturity date such Swing Line Loan shall be deemed reallocated to the expiration of any Letter of Credit, then (i) if one Tranche or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes Tranches of the obligations Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not Credit Exposure to exceed the aggregate principal amount of such Non-Expiring Credit Commitments, immediately prior to such allocation the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may Swing Line Loans to be reallocated); provided, in no event reallocated equal to such excess shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, be repaid or Cash Collateralized and (iiy) to notwithstanding the extent not reallocated pursuant to the immediately preceding clause (i)foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower Borrowers shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, still be obligated to pay Swing Line Loans allocated to the Revolving Lenders under holding the maturing tranche shall continue to be responsible for their participating interests in Expiring Credit Commitments at the Letters maturity date of Credit. Except the Expiring Credit Commitments or if the Loans have been accelerated prior to the extent of reallocations of participations pursuant to clause (i) maturity date of the second preceding sentence, Expiring Credit Commitment. Upon the occurrence maturity date of a Maturity Date with respect to a given tranche any Tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters Swing Line Loans may be reduced as agreed between the Swing Line Lender and the Borrowers, without the consent of Credit shall be agreed with the Lenders under the extended tranchesany other Person.

Reallocation. If any Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any L/C Issuer that issued such Letter of Credit), then reimbursement obligations with respect to Swing Loans and, as applicable, participation funding obligations under Section 9.9(e)(i) shall, at the Administrative Agent’s election at any time or upon any L/C Issuer’s, the Swing Line Lender’s or the Fronting Lender’s written request delivered to the Administrative Agent (iwhether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed or funded by the Lenders that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Pro Rata Shares of the aggregate Commitments of all Lenders (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Lender’s Pro Rata Share had been increased proportionately); provided, that no Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its outstanding Revolving Credit Advances, outstanding Letter of Credit Obligations, amounts of its participations in Swing Line Advances, its pro rata share of unparticipated amounts in Swing Line Advances and amounts of its participations pursuant to Section 9.9(e)(i) if one or more other tranches to exceed its Commitment. Upon any such reallocation of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effecta participation funding obligation under Section 9.9(e)(i) to a Foreign Currency Lender, such Letters Foreign Currency Lender shall pay the outstanding principal balance thereof to the Fronting Lender, and any such amounts paid by any Foreign Currency Lender to the Fronting Lender shall be deemed to constitute a Revolving Credit Advance or the purchase of Credit an undivided interest in a Swing Line Advance, as applicable, and, to the extent necessary to effectuate the foregoing, the Fronting Lender shall automatically be deemed to have been issued sold, and such Foreign Currency Lender shall be deemed to have purchased, Revolving Credit Advances and participations in Swing Line Advances from the Fronting Lender. At any time any Lender is a Non-Funding Lender, at the Administrative Agent’s election at any time or upon any L/C Issuer’s, the Swing Line Lender’s or the Fronting Lender’s written request delivered to the Administrative Agent (including for purposes of whether before or after the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount occurrence of any Default or Event of Default), participating interests in any newly made Swing Line Loan or Foreign Currency Revolving Credit Advance or any newly issued or modified Letter of Credit may will be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving allocated among Non-Funding Lenders in any Letter of Credit issued before such Maturity Date. Commencing a manner consistent with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesthis Section 9.9(d)(ii).

Reallocation. If Upon the Maturity Date in respect implementation of any tranche of Revolving Facility Commitments occurs prior increase pursuant to the expiration of any Letter of Credit, then this Section 2.13 (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, each then-existing Lender immediately prior to such Letters of Credit shall increase will automatically and without further act be deemed to have been issued assigned to each Increasing Lender, and each Increasing Lender will automatically and without further act be deemed to have assumed a portion of such existing Lender’s participations hereunder in outstanding Swing Line Loans such that, after giving effect to each deemed assignment and assumption of participations, all of the Lenders’ (including for purposes each Increasing Lender) participations hereunder in Swing Line Loans shall be held ratably on the basis of the obligations of the Revolving Lenders their respective Commitments (after giving effect to purchase participations therein and to make Revolving Loans and payments in respect thereof any increased Commitment pursuant to Section 2.05(5)2.13) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) the existing Lenders shall assign Revolving Loans to the Increasing Lenders, and such Increasing Lenders shall purchase such Revolving Loans, in each case to the extent not reallocated necessary so that all of the Lenders participate in each outstanding Revolving Loan Borrowing pro rata on the basis of their respective Commitments (after giving effect to any increased Commitment pursuant to this Section 2.13); it being understood and agreed that the immediately preceding minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (if). Notwithstanding the foregoing, for purposes of Section 3.05, the amount of any automatic reallocation described in this clause (ii) of this clause (f) shall be deemed to be a prepayment thereunder and the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, compensate each Lender for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations additional amounts required pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesthereto.

Reallocation. If the Maturity Date in respect of any tranche of Upon each Incremental Revolving Facility Commitments occurs Commitment pursuant to this Section, each Lender with a Revolving Commitment immediately prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall increase will automatically and without further act be deemed to have been issued (including for purposes assigned to each Lender providing a portion of the obligations of the Incremental Revolving Lenders to purchase participations therein and to make Commitment (each, an “Incremental Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)Commitment Lender”) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up increase, and each such Incremental Revolving Commitment Lender will automatically and without further act be deemed to an aggregate amount not have assumed, a portion of such Lxxxxx’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to exceed each such deemed assignment and assumption of participations, the percentage of the aggregate principal amount outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender with a Revolving Commitment (including each such Incremental Revolving Commitment Lender) will equal the percentage of the unutilized aggregate Revolving Facility Commitments thereunder at of all Lenders represented by such time Lxxxxx’s Revolving Commitment. If, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder (it being understood that no partial face amount of any Letter of Credit may reflecting such increase in Revolving Commitments), which prepayment shall be reallocated); provided, in no event shall such reallocation cause a Lender’s share of accompanied by accrued interest on the Revolving Facility Commitment to exceed such Lender’s CommitmentLoans being prepaid and any costs incurred by any Lender in accordance with Section 3.05, and (ii) to the extent necessary to maintain the pro rata exposures among the Lenders with Revolving Commitments. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not reallocated apply to the transactions effected pursuant to the immediately preceding clause (i)sentence. If there is a new borrowing of Revolving Loans on such Incremental Effective Date, the Borrower Revolving Lenders after giving effect to such Incremental Effective Date shall cash collateralize any make such Letter of Credit Revolving Loans in accordance with Section 2.05(112.01(b). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If Notwithstanding the Maturity Date in respect provisions of any tranche of Revolving Facility Commitments occurs prior the foregoing Section 2.1 (A) (2) (b) to the expiration of contrary, should Borrower submit a Borrowing Notice which, if honored, would result in an Over Borrowing, any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not Lender being asked to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder its Unused Commitment at such time (it being understood any such Lender is referred to herein as a "Reallocating Lender") shall be required to make available to the Agent only that no partial face amount portion of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Reallocating Lender’s share 's Ratable Share of the Revolving Facility Over Borrowing equal to such Reallocating Lender's Unused Commitment at such time; any amounts not made available to the Agent by any such Reallocating Lender (because such amounts would exceed such Lender’s Commitment, 's Unused Commitment at such time) will be reallocated and (ii) made available to the extent Agent by the Lenders which are not Reallocating Lenders (the reallocation of such amounts is referred to herein as the "Borrowing Spread"). Any such Reallocated Borrowing shall be reallocated pursuant as follows: (1) if more than one Lender is not a Reallocating Lender then each of such Lenders shall make equal portions of the Reallocated Borrowing available to the Agent, not in excess of each such Lender's Unused Commitment at such time, (2) if only one Lender is not a Reallocating Lender then such Lender shall make the full amount of the Reallocated Borrowing available to the Agent, not in excess of its Unused Commitment at such time. If after the first Borrowing Spread, the full amount of the Over Borrowing has not been reallocated, any such amount shall be reallocated in another Borrowing Spread in the same manner as described in the immediately preceding clause (i), sentence; this process will continue through as many Borrowing Spreads as are required to reallocate the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) full amount of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesOver-Borrowing.

Reallocation. If the Maturity Date in respect of any tranche of Upon each Incremental Revolving Facility Commitments occurs Commitment pursuant to this Section, each Lender with a Revolving Commitment immediately prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall increase will automatically and without further act be deemed to have been issued (including for purposes assigned to each Lender providing a portion of the obligations of the Incremental Revolving Lenders to purchase participations therein and to make Commitment (each, an “Incremental Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)Commitment Lender”) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up increase, and each such Incremental Revolving Commitment Lender will automatically and without further act be deemed to an aggregate amount not have assumed, a portion of such Xxxxxx’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to exceed each such deemed assignment and assumption of participations, the percentage of the aggregate principal amount outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender with a Revolving Commitment (including each such Incremental Revolving Commitment Lender) will equal the percentage of the unutilized aggregate Revolving Facility Commitments thereunder at of all Lenders represented by such time Xxxxxx’s Revolving Commitment. If, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder (it being understood that no partial face amount of any Letter of Credit may reflecting such increase in Revolving Commitments), which prepayment shall be reallocated); provided, in no event shall such reallocation cause a Lender’s share of accompanied by accrued interest on the Revolving Facility Commitment to exceed such Lender’s CommitmentLoans being prepaid and any costs incurred by any Lender in accordance with Section 3.05, and (ii) to the extent necessary to maintain the pro rata exposures among the Lenders with Revolving Commitments. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not reallocated apply to the transactions effected pursuant to the immediately preceding clause (i)sentence. If there is a new borrowing of Revolving Loans on such Incremental Effective Date, the Borrower Revolving Lenders after giving effect to such Incremental Effective Date shall cash collateralize any make such Letter of Credit Revolving Loans in accordance with Section 2.05(112.01(b). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.h)

Reallocation. If any Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any L/C Issuer that issued such Letter of Credit), then reimbursement obligations with respect to Swing Loans and, as applicable, participation funding obligations under Section 9.9(e)(i) shall, at Agent’s election at any time or upon any L/C Issuer’s, the Swing Line Lender’s or the Fronting Lender’s written request delivered to Agent (iwhether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed or funded by the Lenders that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Pro Rata Shares of the aggregate Commitments of all Lenders (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Lender’s Pro Rata Share had been increased proportionately); provided, that no Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its outstanding Revolving Credit Advances, outstanding Letter of Credit Obligations, amounts of its participations in Swing Line Advances, its pro rata share of unparticipated amounts in Swing Line Advances and amounts of its participations pursuant to Section 9.9(e)(i) if one or more other tranches to exceed its Commitment. Upon any such reallocation of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effecta participation funding obligation under Section 9.9(e)(i) to a Sterling Lender, such Letters Sterling Lender shall pay the outstanding principal balance thereof to the Fronting Lender, and any such amounts paid by any Sterling Lender to the Fronting Lender shall be deemed to constitute a Revolving Credit Advance or the purchase of Credit an undivided interest in a Swing Line Advance, as applicable, and, to the extent necessary to effectuate the foregoing, the Fronting Lender shall automatically be deemed to have been issued sold, and such Sterling Lender shall be deemed to have purchased, Revolving Credit Advances and participations in Swing Line Advances from the Fronting Lender. At any time any Lender is a Non-Funding Lender, at Agent’s election at any time or upon any L/C Issuer’s, the Swing Line Lender’s or the Fronting Lender’s written request delivered to Agent (including for purposes of whether before or after the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount occurrence of any Default or Event of Default), participating interests in any newly made Swing Line Loan or Sterling Revolving Credit Advance or any newly issued or modified Letter of Credit may will be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving allocated among non-Defaulting Lenders in any Letter of Credit issued before such Maturity Date. Commencing a manner consistent with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesthis Section 9.9(d)(ii).

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such LenderXxxxxx’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. Borrowers hereby acknowledge and agree that as of the Closing Date, the amount of each Lender’s Commitment shall be the amount set forth on Schedule 1 attached hereto. If the Maturity Date in respect Commitment of any tranche of Revolving Facility Commitments occurs prior Existing Lender is greater than its Existing Loans (an “Increasing Lender”) or if there is any Lender that is not an Existing Lender but that is becoming a Lender under this Agreement and delivers its signature page to this Agreement to Administrative Agent (a “New Lender” and, together with the expiration of any Letter of CreditIncreasing Lenders, the “Purchasing Lenders”), then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date each Purchasing Lender shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued purchased (including for purposes at par) assignments pro rata from each Existing Lender whose Commitment is less than its Existing Commitment or who is not becoming a Lender hereunder (each, a “Selling Lender”) in all such Selling Lender’s rights and obligations under this Agreement and the other Loan Documents as a Lender so that, after giving effect to such assignments, each Lender shall hold Loans in an aggregate outstanding principal amount equal to the Commitment of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments such Lender in respect of such non-terminating tranches up the Loans as set forth in Schedule 1 hereto. On the Closing Date, each Purchasing Lender shall advance the applicable funds to an aggregate amount not Administrative Agent and the funds so advanced shall be distributed among any Selling Lenders to exceed accomplish the aggregate principal amount required reallocation of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); providedoutstanding Loans. Each Lender will receive a Note based on its Commitment as set forth on Schedule 1 hereto, which Note, in no event the case of each Existing Lender, shall be a replacement for such reallocation cause a Existing Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (Existing Note and shall not diminish) the percentage participations be a novation or satisfaction of the Revolving Lenders in any Letter of Credit issued before indebtedness evidence by such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesExisting Lender’s Existing Note.

Reallocation. If On the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any Letter of CreditFirst Amendment Effective Date, then (i) if one or more other tranches of each Existing Lender immediately prior to giving effect to the First Amendment Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect(including, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding this clause (i), the Borrower shall cash collateralize any Replacement Lenders) hereunder will automatically and without further act be deemed to have assigned to each First Amendment Revolving Lender, and each First Amendment Revolving Lender will automatically and without further act be deemed to have assumed a portion of such Letter of Credit Existing Lender’s participations in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the outstanding US Letters of Credit. Except , Canadian Letters of Credit and/or European Letters of Credit, as applicable, such that, after giving effect to each deemed assignment and assumption of participations, all of the Revolving Lenders’ (including each First Amendment Revolving Lender) participations in US Letters of Credit, Canadian Letters of Credit and/or European Letters of Credit, as applicable, shall be held on a pro rata basis on the basis of their respective Commitments (after giving effect to the increase in the Commitments pursuant to this First Amendment) and (ii) if any Revolving Loans are outstanding, the Existing Lenders shall assign such Revolving Loans to certain other Revolving Lenders (including the First Amendment Revolving Lenders), and such other Revolving Lenders (including the First Amendment Revolving Lenders) shall purchase such Revolving Loans, in each case to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations necessary so that all of the Revolving Lenders participate in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche each outstanding borrowing of Revolving Facility CommitmentsLoans pro rata on the basis of their respective Commitments (after giving effect to the increase in the Commitments pursuant to this First Amendment); it being understood and agreed |US-DOCS\114297851.13|| that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in the sublimit for Letters of Credit Agreement shall be agreed with not apply to the Lenders under the extended tranchestransactions effected pursuant to this Section 2(g).

Reallocation. If the Maturity Date in respect (a) Within a reasonable period of any tranche of Revolving Facility Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes time after entry of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under Interim DIP Order (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share shorter than two (2) weeks following entry of the Revolving Facility Commitment to exceed such Lender’s CommitmentInterim DIP Order), each of the Prepetition Term Loan Lenders (other than the Backstop Lenders) holding “Prepetition Tranche B Term Loans” and “Prepetition Rollover Term Loans” (iiin each case as defined in the Prepetition Term Loan Credit Agreement)) on the Petition Date shall be offered the opportunity (on a pro rata basis based on their respective combined holdings of Prepetition Tranche B Term Loans and Prepetition Rollover Term Loans) to participate as Lenders in the DIP Facility and to become Lenders hereunder. To the extent not reallocated pursuant necessary to implement and effectuate such participation, on the immediately preceding clause (i)Reallocation Date, the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) each of the second preceding sentenceBackstop Lenders shall make reallocations and/or assignments of their respective DIP First Funding Loans, Initial Roll Up Loans and DIP Second Funding Commitments, as necessary, to allow for all other Prepetition Term Loan Lenders who were “Lenders” of record named on the occurrence of a Maturity Date register maintained by the Prepetition Administrative Agent with respect to ownership of Prepetition Tranche B Term Loans and Prepetition Rollover Term Loans on the Petition Date (an “Eligible Reallocation Lender”) to become parties to this Agreement as Lenders. The election by an Eligible Reallocation Lender to so participate in the DIP Facility and become a given tranche of Revolving Facility Commitments shall have no effect upon Lender (an “Additional Lender”) may be exercised by such Eligible Reallocation Lender by completing, executing, and shall not diminish) returning a DIP-to-Exit Reallocation Subscription Form (the percentage participations of “Subscription Form”), so that the Revolving Lenders in any Letter of Credit issued Subscription Form is actually received by Epiq Corporate Restructuring, LLC prior to 4:00 p.m. Prevailing Central Time on or before such Maturity Date. Commencing with June 7, 2023 (the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches“Election Deadline”).

Reallocation. If any Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any L/C Issuer that issued such Letter of Credit), then reimbursement obligations with respect to Swing Loans and, as applicable, participation funding obligations under Section 9.9(e)(i) shall, at Agent’s election at any time or upon any L/C Issuer’s, the Swing Line Lender’s or the Fronting Lender’s written request delivered to Agent (iwhether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed or funded by the Lenders that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Pro Rata Shares of the aggregate Commitments of all Lenders (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Lender’s Pro Rata Share had been increased proportionately); provided, that no Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its outstanding Revolving Credit Advances, outstanding Letter of Credit Obligations, amounts of its participations in Swing Line Advances, its pro rata share of unparticipated amounts in Swing Line Advances and amounts of its participations pursuant to Section 9.9(e)(i) if one or more other tranches to exceed its Commitment. Upon any such reallocation of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effecta participation funding obligation under Section 9.9(e)(i) to a Foreign Currency Lender, such Letters Foreign Currency Lender shall pay the outstanding principal balance thereof to the Fronting Lender, and any such amounts paid by any Foreign Currency Lender to the Fronting Lender shall be deemed to constitute a Revolving Credit Advance or the purchase of Credit an undivided interest in a Swing Line Advance, as applicable, and, to the extent necessary to effectuate the foregoing, the Fronting Lender shall automatically be deemed to have been issued sold, and such Foreign Currency Lender shall be deemed to have purchased, Revolving Credit Advances and participations in Swing Line Advances from the Fronting Lender. At any time any Lender is a Non-Funding Lender, at Agent’s election at any time or upon any L/C Issuer’s, the Swing Line Lender’s or the Fronting Lender’s written request delivered to Agent (including for purposes of whether before or after the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount occurrence of any Default or Event of Default), participating interests in any newly made Swing Line Loan or Foreign Currency Revolving Credit Advance or any newly issued or modified Letter of Credit may will be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving allocated among Non-Funding Lenders in any Letter of Credit issued before such Maturity Date. Commencing a manner consistent with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesthis Section 9.9(d)(ii).

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior Notwithstanding anything to the expiration of contrary herein, if a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Protective Advance participation pursuant to Section 2.1(c), any outstanding Letter of Credit, then Credit participation pursuant to Section 3.1 and Swing Line Loan participation pursuant to Section 3.2 of such Defaulting Lender: (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof Protective Advance participation pursuant to Section 2.05(52.1(c), the Letter of Credit participation pursuant to Section 3.1 and the Swing Line Loan participation pursuant to Section 3.2, in each case, of such Defaulting Lender will, subject to the limitation in the proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) under among the Non-Defaulting Lenders who are Revolving Credit Lenders pro rata in accordance with their respective Revolving Credit Commitments; provided that, in each case above, (and ratably participated in by Lenders pursuant toa) the Revolving Facility Commitments Credit Exposure of each Non-Defaulting Lender may not in respect any event exceed its Revolving Credit Commitment as in effect at the time of such nonreallocation and (b) neither such reallocation nor any payment by a Non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount Defaulting Lender pursuant thereto will constitute a waiver or release of any Letter of Credit claim the Borrower, the Administrative Agent, the L/C Issuers, the Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be reallocated)a Non-Defaulting Lender; provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated that any portion (the “unreallocated portion”) of any Defaulting Lender’s Letter of Credit participation pursuant to Section 3.1 and Swing Line Loan participation pursuant to Section 3.2 cannot be so reallocated, whether by reason of the immediately preceding proviso in clause (i)) above or otherwise, the Borrower shall cash collateralize any will, not later than two Business Days after demand by the Administrative Agent (at the direction of the relevant L/C Issuer and/or the Swing Line Lender, as the case may be), (1) L/C Cash Collateralize the obligations of the Borrower to the relevant L/C Issuer in respect of such Letter of Credit participation pursuant to Section 3.1, in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except an amount equal to the extent of reallocations of participations pursuant to clause (i) aggregate amount of the second preceding sentence, the occurrence unreallocated portion of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any such Letter of Credit issued before participation pursuant to Section 3.1, or (2) in the case of such Maturity DateSwing Line Loan participation pursuant to Section 3.2, prepay and/or L/C Cash Collateralize in full the unreallocated portion thereof, or (3) make other arrangements satisfactory to the Administrative Agent, and to the relevant L/C Issuer and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.(b)

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior Notwithstanding anything to the expiration of contrary herein, if a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Protective Advance participation pursuant to Section 2.1(c), any outstanding Letter of Credit, then Credit participation pursuant to Section 3.1 and Swing Line Loan participation pursuant to Section 3.2 of such Defaulting Lender: 112 (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof Protective Advance participation pursuant to Section 2.05(52.1(c), the Letter of Credit participation pursuant to Section 3.1 and the Swing Line Loan participation pursuant to Section 3.2, in each case, of such Defaulting Lender will, subject to the limitation in the proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) under among the Non-Defaulting Lenders who are Revolving Credit Lenders pro rata in accordance with their respective Revolving Credit Commitments; provided that, in each case above, (and ratably participated in by Lenders pursuant toa) the Revolving Facility Commitments Credit Exposure of each Non-Defaulting Lender may not in respect any event exceed its Revolving Credit Commitment as in effect at the time of such nonreallocation and (b) neither such reallocation nor any payment by a Non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount Defaulting Lender pursuant thereto will constitute a waiver or release of any Letter of Credit claim the Borrower, the Administrative Agent, the L/C Issuers, the Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be reallocated)a Non-Defaulting Lender; provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated that any portion (the “unreallocated portion”) of any Defaulting Lender’s Letter of Credit participation pursuant to Section 3.1 and Swing Line Loan participation pursuant to Section 3.2 cannot be so reallocated, whether by reason of the immediately preceding proviso in clause (i)) above or otherwise, the Borrower shall cash collateralize any will, not later than two Business Days after demand by the Administrative Agent (at the direction of the relevant L/C Issuer and/or the Swing Line Lender, as the case may be), (1) Cash Collateralize the obligations of the Borrower to the relevant L/C Issuer in respect of such Letter of Credit participation pursuant to Section 3.1, in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except an amount equal to the extent of reallocations of participations pursuant to clause (i) aggregate amount of the second preceding sentence, the occurrence unreallocated portion of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any such Letter of Credit issued before participation pursuant to Section 3.1, or (2) in the case of such Maturity DateSwing Line Loan participation pursuant to Section 3.2, prepay and/or Cash Collateralize in full the unreallocated portion thereof, or (3) make other arrangements satisfactory to the Administrative Agent, and to the relevant L/C Issuer and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.(b)

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior Notwithstanding anything to the expiration of contrary herein, if a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Letter of Credit, then Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 of such Defaulting Lender: (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters Letter of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof participation pursuant to Section 2.05(5)2.03 and the Swing Line Loan participation pursuant to Section 2.04, in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) under among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Credit Commitments of such Class; provided that (and ratably participated in by Lenders pursuant toa) the Outstanding Amount of each Non-Defaulting Lender’s Revolving Facility Commitments in respect Credit Loans and L/C Obligations of such non-terminating tranches up to an Class (with the aggregate amount of such Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not to in any event exceed the aggregate principal amount Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the unutilized Revolving Facility Commitments thereunder at time of such time reallocation and (it being understood that no partial face amount b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any Letter of Credit claim the Borrowers, the Administrative Agent, the L/C Issuers, the applicable Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be reallocated)a Non-Defaulting Lender; provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated that any portion (the “unreallocated portion”) of any Defaulting Lender’s Letter of Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 cannot be so reallocated, whether by reason of the immediately preceding first proviso in clause (i) above or otherwise, the applicable Borrowers will, not later than two Business Days after demand by the Administrative Agent (at the direction of the relevant L/C Issuer and/or the relevant Swing Line Lender, as the case may be), (1) Cash Collateralize the obligations of such Borrower shall cash collateralize any to the relevant L/C Issuer in respect of such Letter of Credit participation pursuant to Section 2.03, in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except an amount equal to the extent of reallocations of participations pursuant to clause (i) aggregate amount of the second preceding sentence, the occurrence unreallocated portion of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any such Letter of Credit issued before participation pursuant to Section 2.03, or (2) in the case of such Maturity DateSwing Line Loan participation pursuant to Section 2.04, prepay and/or Cash Collateralize in full the unreallocated portion thereof, or (3) make other arrangements satisfactory to the Administrative Agent, and to the relevant L/C Issuer and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non- payment by such Defaulting Lender. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.(b)

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior Notwithstanding anything to the expiration of contrary herein, if a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Letter of Credit, then Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 of such Defaulting Lender: (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters Letter of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof participation pursuant to Section 2.05(5)2.03 and Swing Line Loan participation pursuant to Section 2.04, in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) under among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Credit Commitments of such Class; provided that (and ratably participated in by Lenders pursuant toa) the Outstanding Amount of each Non-Defaulting Lender’s Revolving Facility Commitments in respect Credit Loans and L/C Obligations of such non-terminating tranches up to an Class (with the aggregate amount of such Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not to in any event exceed the aggregate principal amount Revolving Credit Commitment of such Class of such Non-Defaulting Lender as in effect at the unutilized Revolving Facility Commitments thereunder at time of such time reallocation and (it being understood that no partial face amount b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any Letter of Credit claim the Borrowers, the Administrative Agent, the L/C Issuers, the Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be reallocated)a Non-Defaulting Lender; provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated that any portion (the “unreallocated portion”) of any Defaulting Lender’s Letter of Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 cannot be so reallocated, whether by reason of the immediately preceding first proviso in clause (i) above or otherwise, the Parent Borrower will, not later than two Business Days after demand by the Administrative Agent (at the direction of the relevant L/C Issuer and/or the Swing Line Lender, as the case may be), (1) Cash Collateralize the Borrower shall cash collateralize any obligations of the Borrowers to the relevant L/C Issuer in respect of such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations participation pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.to

Reallocation. If (a)On the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to Effective Date, immediately following or substantially contemporaneously with the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i)Prepayment, the Borrower shall cash collateralize (A) prepay, or cause to be prepaid, the Advances (if any) that are outstanding immediately prior to the effectiveness of this Amendment (other than any Advances that have already been prepaid pursuant to the Prepayment) and (B) simultaneously borrow new Advances in an amount equal to such Letter prepayment (plus the amount of any additional borrowings that may have been requested by the Borrower at such time); ​ ​ provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender (for the avoidance of doubt, excluding the Withdrawing Lender) with a Revolver Commitment under the Existing Credit Agreement immediately prior to the Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Existing Lender will be subsequently borrowed from such Existing Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with each Lender’s Applicable Percentage of Revolver Commitments immediately after giving effect to this Amendment, which, for the purposes of the Credit Agreement and each other Loan Document, each as amended hereby, will be as set forth opposite such Person’s name on Schedule 2.01 to the Credit Agreement, as amended hereby. Each of the Lenders hereby consents to the non-pro rata payment described in this Section 2.05(116(a). IfNotwithstanding anything to the contrary contained in the Credit Agreement, for any reason, such cash collateral is not provided or reallocation does not occuras amended hereby, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments Borrower shall have no effect upon (and shall not diminish) the percentage participations liability to any Lender for any amounts that would otherwise be payable pursuant to Section 8.05 of the Revolving Lenders in any Letter Credit Agreement, as amended hereby, as a result of Credit issued before such Maturity Date. Commencing with the Maturity prepayment and borrowing on the Effective Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchescontemplated by this Section 6(a).

Reallocation. If Notwithstanding any provision contained herein to the contrary, from and after the date of any extension of the Maturity Date pursuant to this Section 2.1(d), all calculations and payments of interest on the Revolving Advances shall take into account the actual Revolving Commitment of each Lender and the principal amount outstanding of each Revolving Advance made by such Lender during the relevant period of time. If any Lender’s Maturity Date is extended in respect accordance with this Section 2.1(d), (A) immediately upon the effectiveness of any tranche of Revolving Facility each such extension, Schedule II hereof shall be amended and restated to set forth all Lenders and their respective Commitments occurs prior and Maturity Dates after giving effect to such extension and (B) on each Maturity Date, each Lender’s participation in the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Credit Obligations and Swingline Advances on such Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes equal such Lender’s Applicable Percentage of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, Obligations and Swingline Advances (after giving effect the termination of Commitments that occurs on such Maturity Date) but only to the extent that (x) the conditions set forth in no event shall Section 3.2 are satisfied at the time of such reallocation (and, unless the Borrower has otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause a Lender’s share the Total Credit Exposure of the Revolving Facility any Lender whose Commitment does not terminate on such Maturity Date to exceed such Lender’s Commitment. If the reallocation described in this Section 2.1(d)(vi) cannot, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i)or can only partially, be effected, the Borrower shall cash collateralize shall, without prejudice to any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided right or reallocation does not occurremedy available to the Administrative Agent, the Revolving Lenders Lenders, or any Issuing Lender hereunder or under the maturing tranche shall continue to be responsible for their participating interests applicable Legal Requirement, (x) first, prepay Swingline Advances in the Letters of Credit. Except an amount equal to the extent of reallocations of participations pursuant to clause (i) portion of the second preceding sentence, the occurrence of a Swingline Lender’s Fronting Exposure that was attributable to each Lender whose Commitment terminates on such Maturity Date but was not so reallocated and (y) second, Cash Collateralize each Issuing Lender’s Fronting Exposure in an amount equal to the portion of such Issuing Lender’s Fronting Exposure (plus all related fees and expenses with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesthen outstanding over their remaining terms) that was attributable to each Lender whose Commitment terminates on such Maturity Date but was not so reallocated.

Reallocation. If the Maturity Date in respect of any tranche of Upon each Incremental Revolving Facility Commitments occurs Commitment pursuant to this Section 2.16, each Lender with a Revolving Commitment immediately prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall increase will automatically and without further act be deemed to have been issued (including for purposes assigned to each Lender providing a portion of the obligations of the Incremental Revolving Lenders to purchase participations therein and to make Commitment (each, an “Incremental Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)Commitment Lender”) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up increase, and each such Incremental Revolving Commitment Lender will automatically and without further act be deemed to an aggregate amount not to exceed the aggregate principal amount have assumed, a portion of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitmentparticipations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (iiB) participations hereunder in Swingline Loans held by each Lender with a Revolving Commitment (including each such Incremental Revolving Commitment Lender) will equal the percentage of the aggregate Revolving Commitments of all Lenders represented by such Lender’s Revolving Commitment. If, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05, to the extent necessary to maintain the pro rata exposures among the Lenders with Revolving Commitments. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not reallocated apply to the transactions effected pursuant to the immediately preceding clause (i)sentence. If there is a new borrowing of Revolving Loans on such Incremental Effective Date, the Borrower Revolving Lenders after giving effect to such Incremental Effective Date shall cash collateralize any make such Letter of Credit Revolving Loans in accordance with Section 2.05(112.01(b). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If (a) On the Maturity Date date hereof, the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount equal to such prepayment; provided that with respect of to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any tranche of Revolving Facility Commitments occurs Lender with a Commitment under the Credit Agreement prior to the expiration First Amendment Effective Date (each, a “First Amendment Existing Lender”) shall be effected by book entry to the extent that any portion of any Letter the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of Crediteach Class are held ratably by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loans, then which, for the purposes of this Amendment and each other Loan Document, will be as set forth opposite such Person’s name on Schedule 1.01(b) to the Credit Agreement (i) if one or more other tranches as amended by this Amendment). Concurrently therewith, the First Amendment Existing Lenders of Revolving Facility Commitments in respect of which the Maturity Date each Class shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes adjusted their participation interests in any outstanding Letters of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect Credit of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount Class so that such interests are held ratably in accordance with their Applicable Percentage of the unutilized Revolving Facility Commitments thereunder at of such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) Class. Notwithstanding anything to the extent not reallocated pursuant to the immediately preceding clause (i)contrary contained in this Amendment, the Borrower shall cash collateralize have no liability to any such Letter of Credit in accordance with Section 2.05(11). If, Lender for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to amounts that would otherwise be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations payable pursuant to clause (i) Section 2.15 of the second preceding sentence, the occurrence of Credit Agreement as a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations result of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with prepayment and borrowing on the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesdate hereof contemplated by this Section 3.

Reallocation. If the Maturity Date in respect of any tranche of Upon each Incremental Revolving Facility Commitments occurs Commitment pursuant to this Section, each Lender with a Revolving Commitment immediately prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall increase will automatically and without further act be deemed to have been issued (including for purposes assigned to each Lender providing a portion of the obligations of the Incremental Revolving Lenders to purchase participations therein and to make Commitment (each, an “Incremental Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)Commitment Lender”) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up increase, and each such Incremental Revolving Commitment Lender will automatically and without further act be deemed to an aggregate amount not to exceed the aggregate principal amount have assumed, a portion of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitmentparticipations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (iiB) participations hereunder in Swingline Loans held by each Lender with a Revolving Commitment (including each such Incremental Revolving Commitment Lender) will equal the percentage of the aggregate Revolving Commitments of all Lenders represented by such Lender’s Revolving Commitment. If, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05, to the extent necessary to maintain the pro rata exposures among the Lenders with Revolving Commitments. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not reallocated apply to the transactions effected pursuant to the immediately preceding clause (i)sentence. If there is a new borrowing of Revolving Loans on such Incremental Effective Date, the Borrower Revolving Lenders after giving effect to such Incremental Effective Date shall cash collateralize any make such Letter of Credit Revolving Loans in accordance with Section 2.05(112.01(b). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If the Maturity Date in respect of any tranche of Upon each Incremental Revolving Facility Commitments occurs Commitment pursuant to this Section, each Lender with a Revolving Commitment immediately prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall increase will automatically and without further act be deemed to have been issued (including for purposes assigned to each Lender providing a portion of the obligations of the Incremental Revolving Lenders to purchase participations therein and to make Commitment (each, an “Incremental Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)Commitment Lender”) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up increase, and each such Incremental Revolving Commitment Lender will automatically and without further act be deemed to an aggregate amount not to exceed the aggregate principal amount have assumed, a portion of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitmentparticipations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (iiB) participations hereunder in Swingline Loans held by each Lender with a Revolving Commitment (including each such Incremental Revolving Commitment Lender) will equal the percentage of the aggregate Revolving Commitments of all Lenders represented by such Lender’s Revolving Commitment. If, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05, to the extent necessary to maintain the pro rata exposures among the Lenders with Revolving Commitments. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not reallocated apply to the transactions effected pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.65

Reallocation. If (1) Notwithstanding the Maturity Date in respect provisions of any tranche of Revolving Facility Commitments occurs prior Sections 2.1 and 2.5 to the expiration of contrary, should Borrower submit a Borrowing Notice which, if honored, would result in an Over Borrowing, any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not Lender being asked to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder its Unused Commitment at such time (it being understood any such Lender is referred to herein as a "Reallocating Lender") shall be required to make available to the Agent only that no partial face amount portion of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Reallocating Lender’s share 's Ratable Share of the Revolving Facility Over Borrowing equal to such Reallocating Lender's Unused Commitment at such time; any amounts not made available to the Agent by any such Reallocating Lender (because such amounts would exceed such Lender’s Commitment's Unused Commitment at such time) will be reallocated and made available to the Agent by the Lenders which are not Reallocating Lenders (the reallocation of such amounts is referred to herein as the "Borrowing Spread"). Any such Reallocated Borrowing shall be reallocated as follows: (a) if more than one Lender is not a Reallocating Lender then each of such Lenders shall make equal portions of the Reallocated Borrowing available to the Agent, not in excess of each such Lender's Unused Commitment at such time, and (iib) if only one Lender is not a Reallocating Lender then such Lender shall make the full amount of the Reallocated Borrowing available to the extent Agent, not in excess of its Unused Commitment at such time. If after the first Borrowing Spread, the full amount of the Over Borrowing has not been reallocated, any such amount shall be reallocated pursuant to in another Borrowing Spread in the same manner as described in the immediately preceding clause (i), sentence; this process will continue through as many Borrowing Spreads as are required to reallocate the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) full amount of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesOver Borrowing.

Reallocation. If In reliance on the Maturity Date representations, warranties, covenants and agreements contained in this First Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, after giving effect to this First Amendment, (a) each Lender hereby agrees that its Maximum Credit Amount, Elected Commitment and Applicable Percentage under the Credit Agreement effective as of the First Amendment Effective Date, if any, shall be in the amount set forth opposite such Lender’s name on Annex I to the Credit Agreement (as amended hereby), (b) after giving effect to any Borrowing made on the First Amendment Effective Date, each Lender (excluding the Exiting Lender) that has outstanding Loans (and participations in Letters of Credit) in amounts less than its Applicable Percentage of all outstanding Loans (and participations in Letters of Credit) shall purchase outstanding Loans (and participations in Letters of Credit) from Lenders that have outstanding Loans (and participations in Letters of Credit) in amounts greater than their Applicable Percentage of all outstanding Loans (and participations in Letters of Credit) such that each Lender holds Loans (and participations in Letters of Credit) in its Applicable Percentage of all outstanding Loans (and participations in Letters of Credit), including with respect to portions of any tranche outstanding Term Benchmark Loans which Term Benchmark Loans shall otherwise remain outstanding through the last day of Revolving Facility Commitments occurs the Interest Period applicable thereto unless repaid prior thereto by the Borrower after giving effect to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments adjustments described in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to this Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated)4; provided, that in no event shall any such reallocation cause a advance, disbursement or other adjustment be considered an extinguishment, novation or retirement of the Obligations under the Credit Agreement or any other Loan Document and (c) the adjustments pursuant to this Section 4 shall be deemed to occur simultaneously with the First Amendment Effective Date. On the First Amendment Effective Date, the Exiting Lender’s share Elected Commitment and Maximum Credit Amount shall each be reduced to $0.00 and cancelled pursuant to Section 6.9 hereof. Notwithstanding anything to the contrary, each Lender that would otherwise be entitled to request or require that the Borrower pay any break-funding payments pursuant to Section 5.02 of the Revolving Facility Commitment to exceed Existing Credit Agreement expressly waives the requirement that the Borrower pay any such Lender’s Commitment, and (ii) to the extent not reallocated break-funding payments pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) 5.02 of the second preceding sentence, the occurrence of Existing Credit Agreement as a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations result of the Revolving Lenders reallocation of Loans and other adjustments set forth in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesthis Section 4 or Section 6.9 hereof.

Reallocation. If the Maturity Date in respect (a) Within a reasonable period of any tranche of Revolving Facility Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes time after entry of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under Interim DIP Order (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share shorter than two (2) weeks following entry of the Revolving Facility Commitment to exceed such Lender’s CommitmentInterim DIP Order), each of the Prepetition Term Loan Lenders (other than the Backstop Lenders) holding “Prepetition Tranche B Term Loans” and “Prepetition Rollover Term Loans” (iiin each case as defined in the Prepetition Term Loan Credit Agreement)) on the Petition Date shall be offered the opportunity (on a pro rata basis based on their respective combined holdings of Prepetition Tranche B Term Loans and Prepetition Rollover Term Loans) to participate as Lenders in the DIP Facility and to become Lenders hereunder. To the extent not reallocated pursuant necessary to implement and effectuate such participation, on the immediately preceding clause (i)Reallocation Date, the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) each of the second preceding sentenceBackstop Lenders shall make reallocations and/or assignments of their respective DIP First Funding Loans, Initial Roll Up Loans and DIP Second Funding Commitments, as necessary, to allow for all other Prepetition Term Loan Lenders who were “Lenders” of record named on the occurrence of a Maturity Date register maintained by the Prepetition Administrative Agent with respect to ownership of Prepetition Tranche B Term Loans and Prepetition Rollover Term Loans on the Petition Date (an “Eligible Reallocation Lender”) to become parties to this Agreement as Lenders. The election by an Eligible Reallocation Lender to so participate in the DIP Facility and become a given tranche of Revolving Facility Commitments shall have no effect upon Lender (an “Additional Lender”) may be exercised by such Eligible Reallocation Lender by completing, executing, and shall not diminishreturning the DIP-to-Exit Reallocation Subscription Form (the “Subscription Form”) transmitted to lenders on May [24], 2023, so that the percentage participations of Subscription Form is actually received by Epiq Corporate Restructuring, LLC prior to 4:00 p.m. Prevailing Central Time on [June 6], 2023 (the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches“Election Deadline”).

Reallocation. If On the Maturity Date Amendment No. 2 Effective Date, the Tranche A Term Loans of each of the Tranche A Term Lenders shall be reallocated among the Tranche A Term Lenders in accordance with their respective Commitments set forth on Schedule II attached hereto, and to effect such reallocations, each Tranche A Term Lender (including each Additional Tranche A Lender) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Tranche A Term Loans of any tranche the Tranche A Term Lenders as the Administrative Agent may direct and require so that the Tranche A Term Loans of each Tranche A Term Lender will be as set forth on Schedule II attached hereto. On the Amendment No. 2 Effective Date, the Tranche A Revolving Facility Commitments occurs Commitment of each of the Tranche A Revolving Lenders and the amount of all outstanding Tranche A Revolving Loans and participations in Letters of Credit and Swing Line Loans shall be reallocated among the Tranche A Revolving Lenders in accordance with their respective Tranche A Revolving Commitments, and to effect such reallocations, each Tranche A Revolving Lenders whose Tranche A Revolving Commitment on the Amendment No. 2 Effective Date exceeds its Tranche A Revolving Commitment immediately prior to the expiration of any Letter of CreditAmendment No. 2 Effective Date (each an “Assignee Lender”) shall be deemed to have purchased all right, then (i) if one or more other tranches of Revolving Facility Commitments title and interest in, and all obligations in respect of, the Tranche A Revolving Commitments of which the Maturity Tranche A Revolving Lenders whose Tranche A Revolving Commitments are less than their respective Tranche A Revolving Commitment immediately prior Amendment No. 2 Effective Date (each an “Assignor Lender”), so that the Tranche A Revolving Commitments of each Tranche A Revolving Lender will be as set forth on Schedule II attached hereto. Such purchases shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including effected by way of, and subject to the terms and conditions of, any Assignment Agreement without the payment of any related assignment fee, and, except for purposes of replacement Notes to be provided to the obligations of Assignor Lenders and Assignee Lenders in the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of their respective Tranche A Revolving Commitments (after the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (iAmendment No. 2 Effective Date), the Borrower no other documents or instruments shall cash collateralize any be, or shall be required to be, executed in connection with such Letter assignments (all of Credit in accordance with Section 2.05(11which are hereby waived). If, for any reason, The Assignor Lenders and Assignee Lenders shall make such cash collateral is not provided or reallocation does not occursettlements among themselves, through the Revolving Lenders under Administrative Agent, as the maturing tranche shall continue Administrative Agent may direct (after giving effect to be responsible for their participating interests in any netting effected by the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (iAdministrative Agent) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of such reallocations and assignments. Simultaneously on the Amendment No. 2 Effective Date, each Tranche A Revolving Facility Lenders’ Tranche A Revolving Loans are hereby reallocated to reflect the adjustments to the Tranche A Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Tranche A Revolving Lenders as a result of this Amendment and the Tranche A Revolving Lenders shall make such Tranche A Revolving Loans on the Amendment No. 2 Effective Date as may be required to effectuate such reallocation. Furthermore, on the Amendment No. 2 Effective Date, all participations in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit and Swing Line Loans shall be agreed reallocated pro rata among the Tranche A Revolving Lenders after giving effect to the Tranche A Revolving Commitments contemplated hereby. Each Lender hereby agrees to waive any indemnity claim for breakage costs related to Eurodollar Loans payable to such Lender under Section 3.4 of the Credit Agreement in connection with the Lenders under the extended tranchesreallocation contemplated hereby.

Reallocation. If the Maturity Date in respect of any tranche of Upon each Incremental Revolving Facility Commitments occurs Increase in accordance with this Section 2.21: (a) each Revolving Lender immediately prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall increase will automatically and without further act be deemed to have been issued (including for purposes assigned to each Incremental Lender providing a portion of such increase, and each such Incremental Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the obligations aggregate outstanding participations hereunder in Letters of Credit and Swingline Loans held by each Revolving Lender will equal the percentage of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the aggregate Revolving Facility Commitments of all Lenders represented by such Lender’s Revolving Facility Commitment; and (b) the Administrative Agent may, in respect consultation with the Borrower, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at held by each Lender (including each such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Incremental Lender’s share ) will equal the percentage of the aggregate Revolving Facility Commitment to exceed Commitments of all Lenders represented by such Lender’s Revolving Facility Commitment, and which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrower, by: (i) requiring any outstanding Loans to be prepaid with the proceeds of a new Borrowing; (ii) causing non-increasing Lenders to the extent not reallocated pursuant assign portions of their outstanding Loans to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Incremental Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.Lenders; or

Reallocation. If the Maturity Date in respect of any tranche of a Class of Revolving Facility Commitments occurs prior to the expiration of any Letter of CreditCredit issued under such Class of Revolving Facility Commitments, then (i) if one or more other tranches of Revolving Facility Commitments of the same Class in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the applicable Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by the applicable Lenders pursuant to) the Revolving Facility Commitments of the same Class in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility ​ Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment Commitments of such Class to exceed such LenderXxxxxx’s CommitmentRevolving Facility Commitments of such Class, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower applicable Borrowers shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the applicable Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments of the same Class shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued under such Class of Revolving Facility Commitments before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility CommitmentsCommitments of the same Class, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior to the expiration of any Letter of Credit, then (i) Notwithstanding the provisions of Sections 2.1 (A) and 2.5 to the contrary, should Borrower submit a Borrowing Notice which, if one or more other tranches of Revolving Facility Commitments honored, would result in respect of which the Maturity Date shall not have occurred are then in effectan Over Borrowing, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not any Lender being asked to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder its Unused Commitment at such time (it being understood any such Lender is referred to herein as a "Reallocating Lender") shall be required to make available to the Agent only that no partial face amount portion of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Reallocating Lender’s share 's Ratable Share of the Revolving Facility Over Borrowing equal to such Reallocating Lender's Unused Commitment at such time; any amounts not made available to the Agent by any such Reallocating Lender (because such amounts would exceed such Lender’s Commitment's Unused Commitment at such time) will be reallocated and made available to the Agent by the Lenders which are not Reallocating Lenders (the reallocation of such amounts is referred to herein as the "Borrowing Spread"). Any such Reallocated Borrowing shall be reallocated as follows: (1) if more than one Lender is not a Reallocating Lender then each of such Lenders shall make equal portions of the Reallocated Borrowing available to the Agent, not in excess of each such Lender's Unused Commitment at such time, and (ii2) if only one Lender is not a Reallocating Lender then such Lender shall make the full amount of the Reallocated Borrowing available to the extent Agent, not in excess of its Unused Commitment at such time. If after the first Borrowing Spread, the full amount of the Over Borrowing has not been reallocated, any such amount shall be reallocated pursuant to in another Borrowing Spread in the same manner as described in the immediately preceding clause (i), sentence; this process will continue through as many Borrowing Spreads as are required to reallocate the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) full amount of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesOver Borrowing.

Reallocation. If The parties hereto acknowledge that on the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs Closing Date, but immediately prior to the expiration effectiveness of any Letter this Agreement, the Outstanding Amount of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect Applicable Percentages for each of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesExisting Credit Agreement were as set forth on Schedule 1.01A-1. Simultaneously with the effectiveness of this Agreement on the Closing Date, the parties hereby agree that, notwithstanding the provisions regarding assignments set forth in Section 10.06 hereof, the Commitments and Applicable Percentages shall be as set forth in Schedule 1.01A-2 and the Existing Loans shall be reallocated in accordance with such Applicable Percentages and the requisite assignments shall be deemed to be made (and shall be recorded in the Register) in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to the Existing Loans and all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 1.01A-2.

Reallocation. If Subject to the Maturity satisfaction (or waiver by the Lenders and the Issuing Banks) of the conditions set forth in Section 8 hereof, the Borrower Parties, the Administrative Agent, each Lender and each Issuing Bank hereby agree that on the Second Amendment Effective Date, each Lender and each Issuing Bank party hereto shall convert its respective Revolving Facility Commitment or Letter of Credit Commitment, as the case may be (as in existence immediately prior to the Second Amendment Effective Date) into a Revolving Facility Commitment or Letter of Credit Commitment, respectively, in the amount set forth opposite its name on Schedule 2.01 attached hereto as Annex A (the “Amended and Restated Schedule 2.01”). Each Lender and each Issuing Bank party hereto that is not an existing Lender or Issuing Bank prior to giving effect to this Second Amendment (each a “New Lender”) shall, by execution hereof, become a Lender or an Issuing Bank, respectively, for all purposes under the Revolving Credit Agreement (as amended by this Second Amendment on the Second Amendment Effective Date) and the other Loan Documents and shall be bound by the provisions thereof. Revolving Loans outstanding immediately prior to the effectiveness of this Second Amendment on the Second Amendment Effective Date shall be prepaid from the proceeds of new Revolving Facility Borrowings in respect of any tranche of such amounts as shall be necessary in order that, after giving effect to such Revolving Facility Borrowings and all such related prepayments, all Revolving Loans under the Revolving Facility will be held by Lenders party hereto ratably in accordance with their Revolving Facility Commitments occurs prior to as set forth on the expiration Amended and Restated Schedule 2.01. The date of any Letter of Credit, then (i) if one or more other tranches of such Revolving Facility Commitments Borrowings shall be deemed to be the Second Amendment Effective Date. All such Revolving Facility Borrowings and related prepayments shall be made in respect of which coordination with the Maturity Date shall not have occurred are then in effectAdministrative Agent, such Letters of Credit shall and the Administrative Agent may take all actions reasonably necessary to give effect thereto on the Second Amendment Effective Date. Further, each Lender party hereto will automatically and without further act be deemed to have been issued (including for purposes assigned and/or assumed a portion of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the outstanding Letters of Credit. Except , such that, after giving effect to each such deemed assignment or assumption of participations, the extent of reallocations of participations pursuant to clause (i) percentage of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage aggregate outstanding participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with held by each Lender party hereto will equal its Revolving Facility Percentage (after giving effect to this Second Amendment on the Second Amendment Effective Date). The Administrative Agent and the Lenders under hereby agree that the extended tranchesminimum borrowing, pro rata borrowing and pro rata payment requirements contained in the Revolving Credit Agreement shall not apply to the transactions effected pursuant to this Section 1.

Reallocation. If The Administrative Agent, the Maturity Date Lenders and the Borrower agree that the Revolving Commitment of, and Term Loans held by, each of the Lenders immediately prior to the effectiveness of this Amendment shall be allocated among the Lenders such that, immediately after the effectiveness of this Amendment in accordance with its terms, the Revolving Commitment of, and Term Loans held by, each Lender shall be as set forth on Schedule 2.01 attached hereto. In order to effect such reallocations, assignments shall be deemed to be made among the Lenders in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by the applicable Assignment and Acceptance (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to make cash settlements in respect of any tranche of outstanding Revolving Facility Commitments occurs Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement immediately prior to the expiration effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effective), either directly or through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any Letter of Credit, then (i) if one or more other tranches of Revolving Facility Commitments in respect of which netting effected by the Maturity Date shall not have occurred are then in effectAdministrative Agent), such that after giving effect to this Amendment, each Lender holds (a) Revolving Loans equal to its Applicable Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule 2.01 attached hereto) of the Revolving Loans then outstanding and participations in Letters of Credit shall automatically and (b) Term Loans in the principal amount set forth on Schedule 2.01 attached hereto for such Lender. The Administrative Agent, the Borrower and each Lender confirm that the amounts of each Lender’s Revolving Commitment to be deemed to have been issued (including for purposes of effective, and the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate outstanding principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may Term Loans to be reallocated); providedheld by each Lender, in no event shall such reallocation cause a Lender’s share of each case, on the Revolving Facility Commitment to exceed such Lender’s Commitmentdate this Amendment becomes effective, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesare as set forth on Schedule 2.01 attached hereto.

Reallocation. If the Maturity Date in respect of At any tranche of Revolving Facility Commitments occurs time after December 31, 2000 and prior to the expiration US Revolving Loan Commitment Termination Date, the Borrowers may, two times during each twelve month period prior to the US Revolving Commitment Termination Date, upon five Business Days' prior written notice delivered to the Agents, elect to reallocate the US $ Equivalent of the then unused UK Revolving Loan Commitment Amount to the US Revolving Loan Commitment Amount; provided, however, that the US Revolving Loan Commitment Amount shall not at any Letter time exceed $60,000,000 (or such lesser amount if the US Revolving Loan Commitment Amount has been permanently reduced in accordance with Sections 2.2.1 or 2.2.2) as a result of Creditsuch reallocation. Any such reallocation will automatically reduce the UK Revolving Loan Commitment Amount by a corresponding amount and, then upon the effectiveness of such reallocation, the US Percentages relating to US Revolving Loans of the Dual Lenders shall be increased, and the US Percentages of the US Lenders that are not Dual Lenders shall be decreased, as set forth in the next two sentences to the extent necessary to reflect the Dual Lenders' commitment to make US Revolving Loans in the increased amount so reallocated to the US Revolving Loan Commitment Amount, it being the intent of the parties hereto that the US Revolving Loan Commitment of US Lenders that are not Dual Lenders shall not be increased above that which was in effect immediately prior to giving effect to such reallocation. The US Percentage of the US Revolving Loan Commitment Amount of a US Lender that is not a Dual Lender shall equal the maximum principal amount of US Revolving Loans that such US Lender would be required to make immediately prior to giving effect to a reallocation pursuant to this Section divided by the US Revolving Loan Commitment Amount immediately after giving effect to the increase in the US Revolving Loan Commitment Amount resulting from such reallocation. The US Percentage of the US Revolving Loan Commitment Amount of a US Lender that is a Dual Lender shall equal the quotient of (a) the sum of (i) if one or more other tranches the maximum principal amount of US Revolving Facility Commitments in respect Loans that such Dual Lender would be required to make immediately prior to giving effect to a reallocation pursuant to this Section plus (ii) the product of which (x) such Dual Lender's UK Percentage to make UK Revolving Loans multiplied by (y) the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes US $ Equivalent of the obligations UK Revolving Loan Commitment Amount reallocated pursuant to this Section, divided by (b) the US Revolving Loan Commitment Amount immediately after giving effect to the increase in the US Revolving Loan Commitment Amount resulting from such reallocation. If the US Revolving Loan Commitment Amount is reduced as a result of a reallocation that increases the UK Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof Loan Commitment Amount pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) 3.2.2, then the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount US Percentages of the unutilized Revolving Facility Commitments thereunder at such time US Lenders that are not Dual Lenders shall be increased and the US Percentages of the Dual Lenders shall be decreased based upon the foregoing principles (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share the Commitment Amounts of the US Lenders that are not Dual Lenders shall not be changed as a result of such reallocation). Upon (and as a condition to) a reallocation pursuant to this Section which increases the US Revolving Facility Loan Commitment Amount, the US Borrower shall execute and deliver to exceed each of the Dual Lenders a new US Revolving Note to reflect the increased US Revolving Loan Commitment of such Dual Lender’s Commitment, and (ii) . The US Agent shall distribute to the extent not reallocated Borrowers and the Lenders the modified Percentages in effect after giving effect to a reallocation pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesthis Section.

Reallocation. If The Administrative Agent, the Maturity Date Borrower and each Lender agree that upon the effectiveness of this Agreement, the amount of the Revolving Commitment of each Lender is as set forth on Schedule 1 attached hereto. Simultaneously with the effectiveness of this Agreement, the Revolving Loans outstanding under the Existing Credit Agreement shall be reallocated among the Lenders in respect of any tranche of accordance with their respective Revolving Facility Commitments occurs Percentages. To effect such reallocations, each Lender who had no Revolving Commitment (as defined in the Existing Credit Agreement) prior to the expiration effectiveness of any Letter this Agreement (an “Assignee Lender”) shall be deemed to have purchased from the sole Lender who had a Revolving Commitment under and as defined in the Existing Credit Agreement immediately prior to the effectiveness of Credit, then this Agreement (ithe “Assignor Lender”) if one or more other tranches of such Assignee Lender’s Revolving Facility Commitments Percentage of such Revolving Commitment of the Assignor Lender so that the Revolving Loans that were outstanding under the Existing Credit Agreement are held by each of the Lenders in respect an amount equal to such Lender’s Revolving Facility Percentage (as of which the Maturity Date Closing Date) of such outstanding Revolving Loans. Such purchases shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including effected by way of, and subject to the terms and conditions of Assignment Agreements without the payment of any related assignment fee, and except for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in Notes to be provided to the Assignor Lender (all of which are hereby waived). The Assignor Lender and the Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to the making of any Loans to be made on the Closing Date and any netting transactions effected by the Administrative Agent) with respect of to such non-terminating tranches up to an aggregate amount not to exceed reallocations and assignments so that the aggregate outstanding principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face Loans shall be held by the Lenders pro rata in accordance with the amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) Commitments of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesLenders.

Reallocation. If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs prior Subject to the expiration effectiveness of the amendments set forth in Section 2 hereof and the satisfaction of each condition precedent set forth in Section 4 hereof, after giving effect to this First Amendment and any Borrowing made on the First Amendment Effective Date, (a) each Lender who holds Loans in an aggregate amount less than its Pro Rata Percentage (after giving effect to this First Amendment) of all Loans shall advance new Loans which shall be disbursed to the Administrative Agent and used to repay Loans outstanding to each Lender who holds Loans in an aggregate amount greater than its Pro Rata Percentage of all Loans, (b) each Lender’s participation in each Letter of Credit, then if any, shall be automatically adjusted to equal its Pro Rata Percentage (iafter giving effect to this First Amendment) if one or more and (c) such other tranches of adjustments shall be made as the Administrative Agent shall specify so that the Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed Exposure applicable to have been issued each Lender equals its Pro Rata Percentage (including for purposes after giving effect to this First Amendment) of the obligations aggregate Revolving Exposure of all Lenders. After giving effect to this First Amendment and any Borrowing made on the First Amendment Effective Date, the Administrative Agent may make such reallocations, disbursements and fund transfers amongst the Lenders as it deems appropriate to effectuate the amendments and other terms of this First Amendment and to otherwise adjust and/or reconcile their respective allocations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(5)) under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated)resulting therefrom; provided, that in no event shall any such disbursement, reallocation cause a Lender’s share or fund transfer be considered an extinguishment, novation or retirement of the Obligations under the Loan Documents. The Borrower hereby confirms and agrees that it shall be required to make any break-funding payments which may be required under Section 2.12 resulting from the Loans and adjustments described in this Section 3.4. The Revolving Facility Commitment to exceed such Lender’s Commitment, and (ii) to the extent not reallocated Commitments made pursuant to the immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.05(11). If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments Commitment Increase shall have no effect upon (and shall not diminish) the percentage participations of same terms, other than upfront fees, as the existing Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation. If To effectuate the Maturity Date in respect foregoing, on the Closing Date, each of any tranche the lenders under the Existing Loan Documents that is not a Lender hereunder, or which has a Term A Loan Commitment and/or a Term B Loan Commitment hereunder that is less than the aggregate amount of Revolving Facility Commitments occurs prior to loans that it holds under the expiration of any Letter of CreditPrior Credit Agreement (collectively, then (ithe “Decreasing Term Lenders”) if one or more other tranches of Revolving Facility Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes sold and assigned to the Lenders who have a Term A Loan Commitment and/or a Term B Loan Commitment hereunder that in the aggregate is in excess of the obligations amount of loans they hold under the Prior Credit Agreement (collectively, the “Increasing Term Lenders”), and each of the Revolving Increasing Term Lenders shall be deemed to purchase participations therein have purchased and assumed from the Decreasing Term Lenders, at the principal amount thereof, such interests, rights and obligations with respect to make Revolving Loans the loans under the Prior Credit Agreement of the Decreasing Term Lenders outstanding on the Closing Date (all such interests, rights and payments obligations to be referred to herein as the “Assigned Interests”), as shall be necessary in respect thereof pursuant order that, after giving effect to Section 2.05(5)) under all such sales and assignments and purchases and assumptions, (and ratably participated in by Lenders pursuant toi) the Revolving Facility Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed Increasing Term Lenders will hold the aggregate principal amount of Term A Loans and Term B Loans set forth opposite their names on Appendix A-1 and Xxxxxxxx X-0, as the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit case may be reallocated); providedbe, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitment to exceed such Lender’s Commitmenthereto, and (ii) the Decreasing Term Lenders will hold the principal amount of Term A Loans and Term B Loans (in either case, if any) set forth opposite their names on Appendix A-1 and Xxxxxxxx X-0, as the case may be, hereto and (iii) the Term Lenders that are neither Decreasing Term Lenders nor Increasing Term Lenders (the “Unchanged Term Lenders”) will hold the principal amount of Term A Loans and Term B Loans set forth opposite their names in Appendix A-1 and Xxxxxxxx X-0, as the case may be, hereto. Such sales and assignments and purchases and assumptions shall be made on the terms set forth in Exhibit E to the extent not reallocated pursuant Prior Credit Agreement, and shall be deemed to comply with Section 12.3 of the immediately preceding clause (i)Prior Credit Agreement, notwithstanding the failure of such sales, assignments, purchases and assumptions to comply with the minimum assignment requirement of the Prior Credit Agreement, the Borrower shall cash collateralize any such Letter requirement to pay the processing and recordation fees of the Prior Credit Agreement or the requirement to execute and deliver a notice of assignment in accordance with Section 2.05(11)respect thereof. IfWithout limiting the generality of the foregoing, for any reason, such cash collateral is not provided or reallocation does not occur, each Decreasing Term Lender and Increasing Term Lender hereby makes the Revolving Lenders under the maturing tranche shall continue representations and warranties required to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentencemade under such Exhibit E by an assignor and assignee, the occurrence of a Maturity Date respectively, with respect to a given tranche of Revolving Facility Commitments shall have no effect upon (the Assigned Interests being assigned or assumed by such Person hereunder, and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date each Decreasing Term Lender confirms that its Assigned Interests are being delivered free and clear of any tranche of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranchesLien or other encumbrance.