Common use of The Commitments and Credit Extensions Clause in Contracts

The Commitments and Credit Extensions. Section 2.01. The Loans. (a) The Initial Term Loan Borrowings and DDTL Borrowings. (i) The Initial Term Loan Borrowings. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Borrower on the Closing Date loans denominated in Dollars in an aggregate principal amount not to exceed the amount of such Term Lender’s Term Commitment. Amounts borrowed under this Section 2.01(a)(i) and repaid or prepaid may not be reborrowed. Initial Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein; provided that as of the Amendment No. 4 Effective Date, any outstanding Initial Term Loans that are Eurocurrency Rate Loans (as defined by this Agreement prior to giving effect to Amendment No. 4) prior to giving effect to Amendment No. 4 will continue as Eurocurrency Rate Loans (in accordance with this Agreement prior to giving effect to Amendment No. 4) until the last day of the Interest Period applicable to such Loan (or the next following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such date, shall be available to be converted by the Borrower to Term SOFR Loan or a Base Rate Loan. (ii) The Initial DDTL Borrowings. Subject to the terms and conditions set forth herein, each Initial DDTL Lender severally agrees to make to the Borrower from time to time after the Closing Date until the Initial DDTL Commitment Expiration Date (on one or more occasions) loans denominated in Dollars in an aggregate principal amount not to exceed the amount of such Initial DDTL Lender’s then-outstanding Initial DDTL Commitment. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Initial DDTLs may be Base Rate Loans or Term SOFR Loans, as further provided herein. Notwithstanding anything to the contrary in this Agreement, (i) from and after the Initial DDTL Commitment Expiration Date, the Initial DDTLs shall be added to and become a part of the Initial Term Loans, (ii) the Initial DDTLs shall have the same terms as the Initial Term Loans and (iii) from and after the Initial DDTL Commitment Expiration Date, the Initial Term Loans and the Initial DDTLs shall be treated as part of a single Class of Initial Term Loans for all purposes, except that interest on the Initial DDTLs shall commence to accrue from the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration Date, the Administrative Agent shall, based on the Types of Borrowings of Initial Term Loans then outstanding, ratably allocate such Initial DDTLs as Base Rate Loans and Term SOFR Loans, as applicable, in the same proportion as the then outstanding Initial Term Loans, and with respect to Term SOFR Loans, ratably and proportionately assign matching stub Interest Periods to such Initial DDTLs on the same basis as the Initial Term Loans.

The Commitments and Credit Extensions. Section 2.01. The 2.01. Loans. (a) The Initial Term Loan Borrowings and DDTL Borrowings. (i) The Initial Term Loan BorrowingsU.S. Dollar Committed Loans. Subject to Each Lender with a U.S. Dollar Commitment severally agrees, on the terms and conditions set forth herein, each Term Lender severally agrees to make loans (each a “U.S. Dollar Committed Loan”) in Dollars to the Borrower Company from time to time on any Business Day during the Closing Date loans denominated in Dollars Availability Period in an aggregate principal amount not to exceed the amount of such Term Lender’s Term Commitment. Amounts borrowed U.S. Dollar Commitment at such time; provided, however, that after giving effect to any Committed Borrowing under this Section 2.01(a)(i2.01(a), (i) the Outstanding Amount of Committed Loans, Bid Loans, Swing Line Loans and repaid or prepaid L/C Obligations shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of Committed Loans and L/C Obligations under the U.S. Dollar Tranche shall not exceed the Applicable Sublimit and (iii) the aggregate Outstanding Amount of the U.S. Dollar Committed Loans of any Lender, plus such Lender’s Applicable U.S. Dollar Percentage of the Outstanding Amount of all U.S. Dollar L/C Obligations shall not exceed such Lender’s U.S. Dollar Commitment. Within the limits of each Lender’s U.S. Dollar Commitment, and subject to the other terms and conditions hereof, the Borrowers may not be reborrowedborrow under this Section 2.01(a), prepay under Section 2.06, and reborrow under this Section 2.01(a). Initial Term U.S. Dollar Committed Loans may be Base Rate Loans, LIBOR Floating Rate Loans or Term SOFR Eurocurrency Rate Loans, as further provided herein; provided that as of the Amendment No. 4 Effective Date, any outstanding Initial Term Loans that are Eurocurrency Rate Loans (as defined by this Agreement prior to giving effect to Amendment No. 4) prior to giving effect to Amendment No. 4 will continue as Eurocurrency Rate Loans (in accordance with this Agreement prior to giving effect to Amendment No. 4) until the last day of the Interest Period applicable to such Loan (or the next following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such date, shall be available to be converted by the Borrower to Term SOFR Loan or a Base Rate Loan. (ii) The Initial DDTL Borrowings. Subject to the terms and conditions set forth herein, each Initial DDTL Lender severally agrees to make to the Borrower from time to time after the Closing Date until the Initial DDTL Commitment Expiration Date (on one or more occasions) loans denominated in Dollars in an aggregate principal amount not to exceed the amount of such Initial DDTL Lender’s then-outstanding Initial DDTL Commitment. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Initial DDTLs may be Base Rate Loans or Term SOFR Loans, as further provided herein. Notwithstanding anything to the contrary in this Agreement, (i) from and after the Initial DDTL Commitment Expiration Date, the Initial DDTLs shall be added to and become a part of the Initial Term Loans, (ii) the Initial DDTLs shall have the same terms as the Initial Term Loans and (iii) from and after the Initial DDTL Commitment Expiration Date, the Initial Term Loans and the Initial DDTLs shall be treated as part of a single Class of Initial Term Loans for all purposes, except that interest on the Initial DDTLs shall commence to accrue from the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration Date, the Administrative Agent shall, based on the Types of Borrowings of Initial Term Loans then outstanding, ratably allocate such Initial DDTLs as Base Rate Loans and Term SOFR Loans, as applicable, in the same proportion as the then outstanding Initial Term Loans, and with respect to Term SOFR Loans, ratably and proportionately assign matching stub Interest Periods to such Initial DDTLs on the same basis as the Initial Term Loans.

The Commitments and Credit Extensions. Section 2.01. 2.01 The Loans. (a) The Initial Term Loan Borrowings and DDTL Borrowings. (i) The Initial Term Loan Borrowings. Subject to the terms and conditions set forth herein, each Lender with an Initial Term Lender Commitment severally agrees to make a single loan denominated in Dollars (the “Initial Term Loans”) to the Borrower on the Closing Date loans denominated in Dollars in an aggregate principal amount not to exceed the amount of such Term Lender▇▇▇▇▇▇’s Initial Term Commitment. The initial Borrowing under this Section 2.01(a) shall consist of Initial Term Loans made simultaneously by the Lenders in accordance with their respective Commitments. Amounts borrowed under this Section 2.01(a)(i2.01(a) or otherwise pursuant to this Agreement and subsequently repaid or prepaid may not be reborrowed. Loans may be Base Rate Loans or Term Benchmark Loans as further provided herein. (b) After the Closing Date, subject to and upon the terms and conditions set forth herein, each Lender with a Commitment (other than an Initial Term Commitment) with respect to any Tranche of Term Loans (other than Initial Term Loans) severally agrees to make a Term Loan denominated in Dollars under such Tranche to the Borrowers in an amount not to exceed such ▇▇▇▇▇▇’s Commitment under such Tranche on the date of incurrence thereof, which Term Loans under such Tranche shall be incurred pursuant to a single drawing on the date set forth for such incurrence. Such Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein; provided that as of the Amendment No. 4 Effective Date, any outstanding Initial Term Benchmark Loans that are Eurocurrency Rate Loans (as defined by this Agreement prior to giving effect to Amendment No. 4) prior to giving effect to Amendment No. 4 will continue as Eurocurrency Rate Loans (in accordance with this Agreement prior to giving effect to Amendment No. 4) until the last day of the Interest Period applicable to such Loan (or the next following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such date, shall be available to be converted by the Borrower to Term SOFR Loan or a Base Rate Loan. (ii) The Initial DDTL Borrowings. Subject to the terms and conditions set forth herein, each Initial DDTL Lender severally agrees to make to the Borrower from time to time after the Closing Date until the Initial DDTL Commitment Expiration Date (on one or more occasions) loans denominated in Dollars in an aggregate principal amount not to exceed the amount of such Initial DDTL Lender’s then-outstanding Initial DDTL Commitment. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Initial DDTLs may be Base Rate Loans or Term SOFR Loans, as further provided herein. Notwithstanding anything Once repaid, Term Loans incurred hereunder may not be reborrowed (it being understood, however, that prepayments will be taken into account for purposes of any Prepayment-Based Incremental Facility to the contrary in this Agreement, (i) from and after the Initial DDTL Commitment Expiration Date, the Initial DDTLs shall be added to and become a part of the Initial Term Loans, (ii) the Initial DDTLs shall have the same terms as the Initial Term Loans and (iii) from and after the Initial DDTL Commitment Expiration Date, the Initial Term Loans and the Initial DDTLs shall be treated as part of a single Class of Initial Term Loans for all purposes, except that interest on the Initial DDTLs shall commence to accrue from the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration Date, the Administrative Agent shall, based on the Types of Borrowings of Initial Term Loans then outstanding, ratably allocate such Initial DDTLs as Base Rate Loans and Term SOFR Loans, as applicable, in the same proportion as the then outstanding Initial Term Loans, and with respect to Term SOFR Loans, ratably and proportionately assign matching stub Interest Periods to such Initial DDTLs on the same basis as the Initial Term Loansextent provided by Section 2.16).

The Commitments and Credit Extensions. Section 2.01. The Loans2.01 Letters of Credit. (a) The Initial Term Loan Borrowings and DDTL BorrowingsLetter of Credit Commitment. (i) The Initial Term Loan Borrowings. Subject to the terms and conditions set forth herein, (A) each Term Lender severally agrees L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.01, (1) from time to make to time on any Business Day during the Borrower on period from the Closing Date loans denominated until the Maturity Date, to issue Letters of Credit for the account of the Borrower and its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in Dollars accordance with subsection (b) below, and (2) to honor drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in an aggregate principal amount not to exceed Letters of Credit issued for the amount account of such Term Lender’s Term Commitment. Amounts borrowed under this Section 2.01(a)(i) the Borrower and repaid or prepaid may not be reborrowed. Initial Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided hereinits Subsidiaries; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the Amendment No. 4 Effective Datedate of such L/C Credit Extension, any outstanding Initial Term Loans that are Eurocurrency Rate Loans (as defined by this Agreement prior to giving effect to Amendment No. 4x) prior to giving effect to Amendment No. 4 will continue as Eurocurrency Rate Loans the Total Outstandings would exceed the lesser of (in accordance with this Agreement prior to giving effect to Amendment No. 4i) until Aggregate Commitments and (ii) the last day Collateral Value of the Interest Period applicable to Borrowing Base, or (y) any Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, would exceed such Loan (or Lender’s Commitment. Within the next following Business Day if such day is not a Business Day) andforegoing limits, and subject to the extent it remains outstanding on such dateterms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be available fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to be converted replace Letters of Credit that have expired or that have been drawn upon and reimbursed. With respect to each Existing Letter of Credit, (i) all undrawn face amounts thereof shall constitute L/C Obligations, (ii) all drawings thereunder not reimbursed by the Borrower to Term SOFR Loan or a Base Rate Loanas required in Section 2.01(c)(i) shall constitute Unreimbursed Amounts, and (iii) the reimbursement obligations with respect thereto shall be governed by the terms and conditions hereof. (ii) The Initial DDTL Borrowings. Subject No L/C Issuer shall be under any obligation to issue or renew or permit renewal of any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the terms and conditions set forth hereinforce of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, each Initial DDTL Lender severally agrees or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to make to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Borrower from time to time after Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date until and which such L/C Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) subject to Section 2.01(b)(iii), the Initial DDTL Commitment expiry date of such requested Letter of Credit would occur more than thirteen months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date Date, unless all the Lenders have approved such expiry date; (on D) the issuance of such Letter of Credit would violate one or more occasionspolicies of such L/C Issuer; or (E) loans such Letter of Credit is in an initial amount less than $50,000.00, or is to be denominated in Dollars in an aggregate principal amount not to exceed the amount of such Initial DDTL Lender’s then-outstanding Initial DDTL Commitment. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Initial DDTLs may be Base Rate Loans or Term SOFR Loans, as further provided herein. Notwithstanding anything to the contrary in this Agreement, (i) from and after the Initial DDTL Commitment Expiration Date, the Initial DDTLs shall be added to and become a part of the Initial Term Loans, (ii) the Initial DDTLs shall have the same terms as the Initial Term Loans and currency other than Dollars. (iii) from and after the Initial DDTL Commitment Expiration Date, the Initial Term Loans and the Initial DDTLs No L/C Issuer shall be treated as part under any obligation to amend any Letter of a single Class Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Initial Term Loans for all purposesCredit in its amended form under the terms hereof, except that interest on or (B) the Initial DDTLs shall commence to accrue from the applicable date beneficiary of such DDTL Borrowing. On Letter of Credit does not accept the Initial DDTL Commitment Expiration Date, the Administrative Agent shall, based on the Types of Borrowings of Initial Term Loans then outstanding, ratably allocate such Initial DDTLs as Base Rate Loans and Term SOFR Loans, as applicable, in the same proportion as the then outstanding Initial Term Loans, and with respect to Term SOFR Loans, ratably and proportionately assign matching stub Interest Periods proposed amendment to such Initial DDTLs on the same basis as the Initial Term LoansLetter of Credit.

The Commitments and Credit Extensions. Section 2.01. The Loans. (a) The Initial Term Loan Borrowings and DDTL Borrowings. (i) The Initial Term Loan Borrowings. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Borrower on the Closing Date loans denominated in Dollars in an aggregate principal amount not to exceed the amount of (each such Term Lender’s Term Commitment. Amounts borrowed under this Section 2.01(a)(iloan, a “Revolving Credit Loan”) and repaid or prepaid may not be reborrowed. Initial Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein; provided that as of the Amendment No. 4 Effective Date, any outstanding Initial Term Loans that are Eurocurrency Rate Loans (as defined by this Agreement prior to giving effect to Amendment No. 4) prior to giving effect to Amendment No. 4 will continue as Eurocurrency Rate Loans (in accordance with this Agreement prior to giving effect to Amendment No. 4) until the last day of the Interest Period applicable to such Loan (or the next following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such date, shall be available to be converted by the Borrower to Term SOFR Loan or a Base Rate Loan. (ii) The Initial DDTL Borrowings. Subject to the terms and conditions set forth herein, each Initial DDTL Lender severally agrees to make to the Borrower from time to time after time, on any Business Day during the Closing Date until the Initial DDTL Commitment Expiration Date (on one or more occasions) loans denominated in Dollars Availability Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Initial DDTL Lender’s then-outstanding Initial DDTL Commitment. Amounts borrowed under this Section 2.01(a)(ii; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Outstandings shall not exceed the Borrowing Base and repaid or prepaid may (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not be reborrowed. Initial DDTLs may be Base Rate Loans or Term SOFR Loans, as further provided hereinexceed such Lender’s Commitment. Notwithstanding anything to the contrary in this Agreement, (i) all Revolving Credit Loans outstanding from and after the Initial DDTL Commitment Expiration DateFirst Amendment Date up to the FILO Amount (until the FILO Amount is $0) shall be deemed to be “FILO Loans”. Within the limits of the Borrowing Base, and subject to the other terms and conditions hereof, the Initial DDTLs Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or LIBOR Loans, as further provided herein; provided, however, any Revolving Credit Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be added to and become a part of the Initial Term Loans, (ii) the Initial DDTLs shall have the same terms as the Initial Term Loans and (iii) from and after the Initial DDTL Commitment Expiration Date, the Initial Term Loans and the Initial DDTLs shall be treated as part of a single Class of Initial Term Loans for all purposes, except that interest on the Initial DDTLs shall commence to accrue from the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration Date, the Administrative Agent shall, based on the Types of Borrowings of Initial Term Loans then outstanding, ratably allocate such Initial DDTLs made as Base Rate Loans and Term SOFR Loans, as applicable, in unless the same proportion as Borrower delivers a funding indemnity letter reasonably acceptable to the then outstanding Initial Term Loans, and with respect Administrative Agent not less than three (3) Business Days prior to Term SOFR Loans, ratably and proportionately assign matching stub Interest Periods to the date of such Initial DDTLs on the same basis as the Initial Term LoansRevolving Credit Borrowing.

The Commitments and Credit Extensions. Section 2.01. 2.01 The Term Loans and the Revolving Loans. (a) The Initial As of the Amendment Effective Date, each Term Loan Borrowings Lender is owed a term loan denominated in Dollars (a “Term Loan”) on the Amendment Effective Date, in the amount set forth for such Term Lender on Schedule I. Amounts borrowed as Term Loans and DDTL Borrowingssubsequently repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. (ib) The Initial Term Loan Borrowings. Subject to the terms and conditions set forth herein, herein each Term Revolving Lender with a Revolving Credit Commitment severally agrees to make loans in Dollars (each such loan, a “Revolving Loan”) to the Borrower from time to time, on any Business Day during the Closing Date loans denominated in Dollars Availability Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Term Revolving Lender’s Term Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Loan Outstanding shall not exceed the Revolving Facility and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment. Amounts borrowed Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a)(i) 2.01, prepay under Section 2.05, and repaid or prepaid may not be reborrowedreborrow under this Section 2.01. Initial Term Revolving Loans may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans, as further provided herein; provided that as of the Amendment No. 4 Effective Date, any outstanding Initial Term Loans that are Eurocurrency Rate Loans (as defined by this Agreement prior to giving effect to Amendment No. 4) prior to giving effect to Amendment No. 4 will continue as Eurocurrency Rate Loans (in accordance with this Agreement prior to giving effect to Amendment No. 4) until the last day of the Interest Period applicable to such Loan (or the next following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such date, shall be available to be converted by the Borrower to Term SOFR Loan or a Base Rate Loan. (ii) The Initial DDTL Borrowings. Subject to the terms and conditions set forth herein, each Initial DDTL Lender severally agrees to make to the Borrower from time to time after the Closing Date until the Initial DDTL Commitment Expiration Date (on one or more occasions) loans denominated in Dollars in an aggregate principal amount not to exceed the amount of such Initial DDTL Lender’s then-outstanding Initial DDTL Commitment. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Initial DDTLs may be Base Rate Loans or Term SOFR Loans, as further provided herein. Notwithstanding anything to the contrary in this Agreement, (i) from and after the Initial DDTL Commitment Expiration Date, the Initial DDTLs shall be added to and become a part of the Initial Term Loans, (ii) the Initial DDTLs shall have the same terms as the Initial Term Loans and (iii) from and after the Initial DDTL Commitment Expiration Date, the Initial Term Loans and the Initial DDTLs shall be treated as part of a single Class of Initial Term Loans for all purposes, except that interest on the Initial DDTLs shall commence to accrue from the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration Date, the Administrative Agent shall, based on the Types of Borrowings of Initial Term Loans then outstanding, ratably allocate such Initial DDTLs as Base Rate Loans and Term SOFR Loans, as applicable, in the same proportion as the then outstanding Initial Term Loans, and with respect to Term SOFR Loans, ratably and proportionately assign matching stub Interest Periods to such Initial DDTLs on the same basis as the Initial Term Loans.

The Commitments and Credit Extensions. Section 2.01. 2.01 The Loans. (a) The Initial Term Loan Borrowings and DDTL Borrowings. (i) The Initial On the Fourth Restatement Date, the full outstanding principal balance of the Existing Term Loan BorrowingsLoans shall be exchanged for an equivalent principal amount of the Alternative Currency Term Loans referenced in Section 2.01(a)(ii), to be held by each Alternative Currency Term Lender ratably in accordance with its Alternative Currency Term Commitment, and the accrued but unpaid interest, expenses, fees (including commitment fees) and other amounts payable thereon prior to the Fourth Restatement Date shall be paid to the Administrative Agent on the Fourth Restatement Date. In order to give effect to the exchange contemplated by this Section 2.01(a)(i), each Existing Term Lender that is an Alternative Currency Term Lender agrees to (and each Existing Term Lender that is not an Alternative Currency Term Lender shall be deemed to) assign its Existing Term Loans to the applicable Alternative Currency Term Lenders, and each Alternative Currency Term Lender shall purchase from the applicable Existing Term Lenders, at the principal amount thereof, an aggregate principal amount of loans such that, after giving effect to all such assignments and purchases under this Section 2.01(a)(i), the Alternative Currency Term Loans will be held by the Alternative Currency Term Lenders in accordance with their Alternative Currency Term Commitments. On and after the Fourth Restatement Date, the Borrowers shall have no further obligations with respect to the Existing Term Loans. (ii) Subject to the terms and conditions set forth herein, each Alternative Currency Term Lender severally agrees that it shall be deemed to make have made a single loan to the Borrower Borrowers on the Closing Fourth Restatement Date loans denominated in Dollars in an aggregate principal amount equal to (but not to exceed the amount of exceed) such Alternative Currency Term Lender’s Alternative Currency Term Commitment. Amounts borrowed under this Section 2.01(a)(i) and repaid or prepaid may not be reborrowed. Initial The Alternative Currency Term Loan Term Borrowing shall consist of Alternative Currency Term Loans may deemed to be Base Rate Loans or made simultaneously by the Alternative Currency Term SOFR Loans, as further provided herein; provided that as of the Amendment No. 4 Effective Date, any outstanding Initial Term Loans that are Eurocurrency Rate Loans (as defined by this Agreement prior to giving effect to Amendment No. 4) prior to giving effect to Amendment No. 4 will continue as Eurocurrency Rate Loans (Lenders in accordance with this Agreement prior to giving effect to Amendment No. 4) until their respective Alternative Currency Term Commitments, in accordance with the last day of the Interest Period applicable to such Loan (or the next following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such date, shall be available to be converted by the Borrower to Term SOFR Loan or a Base Rate Loan. (ii) The Initial DDTL Borrowings. Subject to the terms and conditions set forth herein, each Initial DDTL Lender severally agrees to make to the Borrower from time to time after the Closing Date until the Initial DDTL Commitment Expiration Date (on one or more occasions) loans denominated in Dollars in an aggregate principal amount not to exceed the amount of such Initial DDTL Lender’s then-outstanding Initial DDTL Commitmentexchange mechanics provided for above. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Initial DDTLs may be Base Rate The Alternative Currency Term Loans or Term SOFR Loans, as further provided herein. Notwithstanding anything to the contrary in this Agreement, (i) from and after the Initial DDTL Commitment Expiration Date, the Initial DDTLs shall be added deemed to and become a part of the Initial Term Loans, (ii) the Initial DDTLs shall have the same terms as the Initial Term Loans and be funded in Euros. (iii) from Subject to the terms and after conditions set forth herein, each U.S. Dollar Term Lender severally agrees to make a single loan to the Initial DDTL Commitment Expiration Date, Borrowers on the Initial Fourth Restatement Date in an amount equal to (but not to exceed) such U.S. Dollar Term Lender’s U.S. Dollar Term Commitment. The U.S. Dollar Term Loan Term Borrowing shall consist of U.S. Dollar Term Loans made simultaneously by the U.S. Dollar Term Lenders in accordance with their respective U.S. Dollar Term Commitments. Amounts borrowed under this Section 2.01(a)(iii) and the Initial DDTLs repaid or prepaid may not be reborrowed. The U.S. Dollar Term Loans shall be treated as part of a single Class of Initial funded in Dollars. (iv) In connection with the foregoing, each Existing Term Loans for all purposes, except that interest on the Initial DDTLs Lender shall commence return any notes issued to accrue from the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration Date, Lender to the Administrative Agent shallfor cancellation. The Administrative Agent shall promptly return such notes to the Borrowers once cancelled. (v) Each Alternative Currency Term Lender consents to the reallocation, based on the Types of Borrowings of Initial Term Loans then outstanding, ratably allocate such Initial DDTLs as Base Rate Loans and Term SOFR Loans, as if applicable, in the same proportion as the then outstanding Initial Term Loansany related payments and purchases, that are necessary to give effect to this Section 2.01(a), and waives any pro rata sharing requirements hereunder or under the 2019 Credit Agreement in connection with respect to Term SOFR Loanssuch reallocation, ratably payments and proportionately assign matching stub Interest Periods to such Initial DDTLs on the same basis as the Initial Term Loanspurchases.

The Commitments and Credit Extensions. Section 2.01. 2.01 The Term Loans and the Revolving Loans. (a) The Initial As of the Amendment Effective Date, each Term Loan Borrowings Lender is owed a term loan denominated in Dollars (a “Term Loan”) on the Amendment Effective Date, in the amount set forth for such Term Lender on Schedule I. Amounts borrowed as Term Loans and DDTL Borrowingssubsequently repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. (ib) The Initial Term Loan Borrowings. Subject to the terms and conditions set forth herein, herein each Term Revolving Lender with a Revolving Credit Commitment severally agrees to make loans in Dollars (each such loan, a “Revolving Loan”) to the Borrower from time to time, on any Business Day during the Closing Date loans denominated in Dollars Availability Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Term Revolving Lender’s Term Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Loan Outstanding shall not exceed the Revolving Facility and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment. Amounts borrowed Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a)(i) 2.01, prepay under Section 2.05, and repaid or prepaid may not be reborrowedreborrow under this Section 2.01. Initial Term Revolving Loans may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans, as further provided herein; provided that as of the Amendment No. 4 Effective Date, any outstanding Initial Term Loans that are Eurocurrency Rate Loans (as defined by this Agreement prior to giving effect to Amendment No. 4) prior to giving effect to Amendment No. 4 will continue as Eurocurrency Rate Loans (in accordance with this Agreement prior to giving effect to Amendment No. 4) until the last day of the Interest Period applicable to such Loan (or the next following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such date, shall be available to be converted by the Borrower to Term SOFR Loan or a Base Rate Loan. (ii) The Initial DDTL Borrowings. Subject to the terms and conditions set forth herein, each Initial DDTL Lender severally agrees to make to the Borrower from time to time after the Closing Date until the Initial DDTL Commitment Expiration Date (on one or more occasions) loans denominated in Dollars in an aggregate principal amount not to exceed the amount of such Initial DDTL Lender’s then-outstanding Initial DDTL Commitment. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Initial DDTLs may be Base Rate Loans or Term SOFR Loans, as further provided herein. Notwithstanding anything to the contrary in this Agreement, (i) from and after the Initial DDTL Commitment Expiration Date, the Initial DDTLs shall be added to and become a part of the Initial Term Loans, (ii) the Initial DDTLs shall have the same terms as the Initial Term Loans and (iii) from and after the Initial DDTL Commitment Expiration Date, the Initial Term Loans and the Initial DDTLs shall be treated as part of a single Class of Initial Term Loans for all purposes, except that interest on the Initial DDTLs shall commence to accrue from the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration Date, the Administrative Agent shall, based on the Types of Borrowings of Initial Term Loans then outstanding, ratably allocate such Initial DDTLs as Base Rate Loans and Term SOFR Loans, as applicable, in the same proportion as the then outstanding Initial Term Loans, and with respect to Term SOFR Loans, ratably and proportionately assign matching stub Interest Periods to such Initial DDTLs on the same basis as the Initial Term Loans.

The Commitments and Credit Extensions. Section 2.01. 2.01 The Loans. (a) The Initial Tranche A Term Borrowing. Subject to the terms and conditions set forth herein, each Tranche A Term Lender severally agrees to make a single loan in Dollars to the Borrower on the Restatement Effective Date in an amount not to exceed such Tranche A Term Lender’s Tranche A Term Loan Borrowings Commitment. The Tranche A Term Borrowing shall consist of Tranche A Term Loans made simultaneously by the Tranche A Term Lenders in accordance with their respective Tranche A Term Loan Commitments. Amounts borrowed under this Section 2.01(a) and DDTL Borrowingsrepaid or prepaid may not be reborrowed. Tranche A Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (ib) [Reserved.] (c) The Initial Term Loan Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Term Revolving Credit Lender severally agrees to make loans in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Closing Date loans denominated in Dollars Availability Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Term Lender’s Term Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment. Amounts borrowed Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a)(i) 2.01(c), prepay under Section 2.05, and repaid or prepaid may not be reborrowedreborrow under this Section 2.01(c). Initial Term Revolving Credit Loans may be Base Rate Loans or Term SOFR Eurodollar Rate Loans, as further provided herein; provided that as of the Amendment No. 4 Effective Date, any outstanding Initial Term Loans that are Eurocurrency Rate Loans (as defined by this Agreement prior to giving effect to Amendment No. 4) prior to giving effect to Amendment No. 4 will continue as Eurocurrency Rate Loans (in accordance with this Agreement prior to giving effect to Amendment No. 4) until the last day of the Interest Period applicable to such Loan (or the next following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such date, shall be available to be converted by the Borrower to Term SOFR Loan or a Base Rate Loan. (ii) The Initial DDTL Borrowings. Subject to the terms and conditions set forth herein, each Initial DDTL Lender severally agrees to make to the Borrower from time to time after the Closing Date until the Initial DDTL Commitment Expiration Date (on one or more occasions) loans denominated in Dollars in an aggregate principal amount not to exceed the amount of such Initial DDTL Lender’s then-outstanding Initial DDTL Commitment. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Initial DDTLs may be Base Rate Loans or Term SOFR Loans, as further provided herein. Notwithstanding anything to the contrary in this Agreement, (i) from and after the Initial DDTL Commitment Expiration Date, the Initial DDTLs shall be added to and become a part of the Initial Term Loans, (ii) the Initial DDTLs shall have the same terms as the Initial Term Loans and (iii) from and after the Initial DDTL Commitment Expiration Date, the Initial Term Loans and the Initial DDTLs shall be treated as part of a single Class of Initial Term Loans for all purposes, except that interest on the Initial DDTLs shall commence to accrue from the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration Date, the Administrative Agent shall, based on the Types of Borrowings of Initial Term Loans then outstanding, ratably allocate such Initial DDTLs as Base Rate Loans and Term SOFR Loans, as applicable, in the same proportion as the then outstanding Initial Term Loans, and with respect to Term SOFR Loans, ratably and proportionately assign matching stub Interest Periods to such Initial DDTLs on the same basis as the Initial Term Loans.

The Commitments and Credit Extensions. Section 2.01. 2.01 The Loans. (a) The Initial Term Loan Borrowings and DDTL Borrowings. (i) The Initial Term Loan Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Term Revolving Credit Lender severally agrees to make loans in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrower Borrowers from time to time, on any Business Day during the Closing Date loans denominated in Dollars Availability Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Term ▇▇▇▇▇▇’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (ii) the Revolving Credit Exposure shall not exceed such Revolving Credit Lender’s Term Revolving Credit Commitment. Amounts borrowed Within the limits of each Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a)(i) 2.01(c), prepay under Section 2.05, and repaid or prepaid may not be reborrowedreborrow under this Section 2.01(c). Initial Term Revolving Credit Loans may be Base Rate Loans or Term SOFR BSBY Rate Loans, as further provided herein; provided that as of the Amendment No. 4 Effective Date, any outstanding Initial Term Loans that are Eurocurrency Rate Loans (as defined by this Agreement prior to giving effect to Amendment No. 4) prior to giving effect to Amendment No. 4 will continue as Eurocurrency Rate Loans (in accordance with this Agreement prior to giving effect to Amendment No. 4) until the last day of the Interest Period applicable to such Loan (or the next following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such date, shall be available to be converted by the Borrower to Term SOFR Loan or a Base Rate Loan. (iia) The Initial DDTL BorrowingsTerm A Borrowing. Subject to the terms and conditions set forth herein, each Initial DDTL Term A Lender severally agrees to make a single loan to the Borrower from time to time after Borrowers on the Closing Restatement Date until the Initial DDTL Commitment Expiration Date (on one or more occasions) loans denominated in Dollars in an aggregate principal amount not to exceed the amount of such Initial DDTL Term A Lender’s then-outstanding Initial DDTL CommitmentTerm A Commitment Percentage of the Term A Facility. The Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Applicable Percentage of the Term A Facility. Amounts borrowed under this Section 2.01(a)(ii2.01(b) and repaid or prepaid may not be reborrowed. Initial DDTLs Term A Loans may be Base Rate Loans or Term SOFR BSBY Rate Loans, as further provided herein. Notwithstanding anything to the contrary in this Agreement, (i) from and after the Initial DDTL Commitment Expiration Date, the Initial DDTLs shall be added to and become a part of the Initial Term Loans, (ii) the Initial DDTLs shall have the same terms as the Initial Term Loans and (iii) from and after the Initial DDTL Commitment Expiration Date, the Initial Term Loans and the Initial DDTLs shall be treated as part of a single Class of Initial Term Loans for all purposes, except that interest on the Initial DDTLs shall commence to accrue from the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration Date, the Administrative Agent shall, based on the Types of Borrowings of Initial Term Loans then outstanding, ratably allocate such Initial DDTLs as Base Rate Loans and Term SOFR Loans, as applicable, in the same proportion as the then outstanding Initial Term Loans, and with respect to Term SOFR Loans, ratably and proportionately assign matching stub Interest Periods to such Initial DDTLs on the same basis as the Initial Term Loans.

The Commitments and Credit Extensions. Section 2.01. The 2.01 [Committed ]Loans; Reserves. (a) The Initial Term Loan Borrowings and DDTL Borrowings. (i) The Initial Term Loan Borrowings. Subject to the terms and conditions set forth herein, each Term Revolving Lender severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrower Borrowers from time to time, on any Business Day during the Closing Date loans denominated in Dollars Availability Period, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the amount of such Term Revolving Lender’s Term Revolving Commitment, or (y) such Revolving Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, the Total Revolving Outstandings shall not exceed the Revolving Loan Cap[, ]; (ii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Revolving Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment[,]; and (iii) The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 0, prepay under Section 0, and reborrow under this Section 0. (b) Each FILO Lender severally agrees, on the terms and conditions hereinafter set forth, to make its portion of the FILO Loan to the Borrowers on the [Closing]Fourth Amendment Effective Date in a principal amount equal to its FILO Commitment. Amounts borrowed [repaid in respect of the FILO Loan]borrowed under this Section 2.01(a)(i2.01(b) and repaid or prepaid hereunder may not be reborrowed. Initial Term Upon each applicable FILO Lender’s making of its portion of the FILO Loan on the [Closing]Fourth Amendment Effective Date, the FILO Commitment of such FILO Lender shall be terminated. 2.02 Borrowings, Conversions and Continuations of Committed Loans. (a) Committed Loans may (other than Swing Line Loans)[ and the outstanding portion of the FILO Loan] shall be either Base Rate Loans or Term SOFR Loans, as further provided herein; provided that as of the Amendment No. 4 Effective Date, any outstanding Initial Term Loans that are Eurocurrency LIBOR Rate Loans (as defined by this Agreement prior the Lead Borrower may request subject to giving effect to Amendment No. 4) prior to giving effect to Amendment No. 4 will continue as Eurocurrency Rate Loans (and in accordance with this Agreement Section 0. All Swing Line Loans shall be only Base Rate Loans. Subject to the other provisions of this Section 0, Committed Borrowings of more than one Type may be incurred at the same time. (b) Each Committed Borrowing, each Conversion of Committed Loans[ or the outstanding FILO Loan] from one Type to the other, and each continuation of LIBOR Rate Loans shall be made upon the Lead Borrower’s irrevocable notice to the Agent, which may be given by telephone. Each such notice must be received by the Agent not later than 1:00 p.m. (i) three (3) Business Days prior to giving effect the requested date of any Borrowing of, Conversion to or continuation of LIBOR Rate Loans or of any Conversion of LIBOR Rate Loans to Base Rate Loans, [and ](ii) one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans and (iii) at least three (3) Business Days prior to the Fourth Amendment NoEffective Date (or such shorter period as may be acceptable to the FILO Agent) in respect of the Borrowing of FILO Loans on the Fourth Amendment Effective Date. 4Each telephonic notice by the Lead Borrower pursuant to this Section 0 must be confirmed promptly by delivery to the Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower. Each Borrowing of, Conversion to or continuation of LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 0 and 0, each Borrowing of or Conversion to Base Rate Loans shall be in sum minimum amounts as the Agent may require. Each Committed Loan Notice (whether telephonic or written) until shall specify (i) whether the Lead Borrower is requesting a Committed Borrowing or, on the Fourth Amendment Effective Date, the FILO Loan, as applicable, a Conversion of Committed Loans[ or the outstanding portion of the FILO Loan, as applicable,] from one Type to the other, or a continuation of LIBOR Rate Loans, (ii) the requested date of the Borrowing, Conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans[ or the outstanding portion of the FILO Loan, as applicable,] to be borrowed, Converted or continued, (iv) the Type of Committed Loans [or the outstanding FILO Loan, as applicable, ]to be borrowed or to which existing Committed Loans[ or the outstanding FILO Loan, as applicable,] are to be Converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Lead Borrower fails to specify a Type of Committed Loan [or the outstanding portion of the FILO Loan, as applicable, ]in a Committed Loan Notice or if the Lead Borrower fails to give a timely notice requesting a Conversion or continuation, then the applicable Committed Loans[ or the outstanding portion of the FILO Loan, as applicable,] shall be made as, or Converted to, Base Rate Loans. Any such automatic Conversion to Base Rate Loans shall be effective as of the last day of the Interest Period applicable to such Loan (or the next following Business Day if such day is not a Business Day) and, then in effect with respect to the extent it remains outstanding on such dateapplicable LIBOR Rate Loans. If the Lead Borrower requests a Borrowing of, shall be available to be converted by the Borrower to Term SOFR Loan Conversion to, or a Base Rate Loan. (ii) The Initial DDTL Borrowings. Subject to the terms and conditions set forth herein, each Initial DDTL Lender severally agrees to make to the Borrower from time to time after the Closing Date until the Initial DDTL Commitment Expiration Date (on one or more occasions) loans denominated in Dollars in an aggregate principal amount not to exceed the amount continuation of such Initial DDTL Lender’s then-outstanding Initial DDTL Commitment. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Initial DDTLs may be Base LIBOR Rate Loans or Term SOFR Loansin any such Committed Loan Notice, as further provided hereinbut fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be Converted to a LIBOR Rate Loan. (c) Following receipt of a Committed Loan Notice, the Agent shall promptly notify each Revolving Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a Conversion or continuation is provided by the Lead Borrower, the Agent shall notify each Lender of the details of any automatic Conversion to Base Rate Loans described in this AgreementSection 0. In the case of a Committed Borrowing, each Revolving Lender shall make the amount of its Committed Loan available to the Agent in immediately available funds at the Agent’s Office not later than 2:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 0 (and, if such Borrowing is the initial Credit Extension, Section 0), the Agent shall make all funds so received available to the Borrowers in like funds as received by the Agent either by (i) from and after crediting the Initial DDTL Commitment Expiration Date, the Initial DDTLs shall be added to and become a part account of the Initial Term Loans, Lead Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Initial DDTLs shall have Agent by the same terms as the Initial Term Loans and (iii) from and after the Initial DDTL Commitment Expiration DateLead Borrower; provided, the Initial Term Loans and the Initial DDTLs shall be treated as part of a single Class of Initial Term Loans for all purposeshowever, except that interest if, on the Initial DDTLs shall commence to accrue from date the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration Date, the Administrative Agent shall, based on the Types of Borrowings of Initial Term Loans then outstanding, ratably allocate such Initial DDTLs as Base Rate Loans and Term SOFR Loans, as applicable, in the same proportion as the then outstanding Initial Term Loans, and Committed Loan Notice with respect to Term SOFR Loanssuch Borrowing is given by the Lead Borrower, ratably there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and proportionately assign matching stub Interest Periods second, shall be made available to such Initial DDTLs on the same basis Borrowers as the Initial Term Loansprovided above.

The Commitments and Credit Extensions. Section 2.01. 2.01 The Loans. (a) The Initial Term Loan Borrowings and DDTL Borrowings. (i) The Initial Term Loan BorrowingsBorrowing. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Closing Date loans denominated in Dollars in an aggregate principal amount not to exceed the amount of such Term Lender’s Term CommitmentCommitment (the “Initial Term Loans”). The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Term Commitments. Amounts borrowed under this Section 2.01(a)(i2.01(a) and subsequently repaid or prepaid may not be reborrowed. Initial Term Loans may be Base Rate Loans or Term SOFR Loans, Eurodollar Rate Loans as further provided herein; provided that as of the Amendment No. 4 Effective Date, any outstanding Initial Term Loans that are Eurocurrency Rate Loans (as defined by this Agreement prior to giving effect to Amendment No. 4) prior to giving effect to Amendment No. 4 will continue as Eurocurrency Rate Loans (in accordance with this Agreement prior to giving effect to Amendment No. 4) until the last day of the Interest Period applicable to such Loan (or the next following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such date, shall be available to be converted by the Borrower to Term SOFR Loan or a Base Rate Loan. (iib) The Initial DDTL Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Initial DDTL Revolving Credit Lender severally agrees to make loans (each such loan, an “Initial Revolving Credit Loan”) to the Borrower from time to time after time, on any Business Day until and excluding the Closing Business Day preceding the Maturity Date until for the Initial DDTL Commitment Expiration Date (on one or more occasions) loans denominated in Dollars Revolving Credit Facility, in an aggregate principal amount not 64 Syniverse Credit Agreement to exceed at any time outstanding the amount of such Initial DDTL Lender’s then-outstanding Initial DDTL Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment. Amounts borrowed Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a)(ii) 2.01(b), prepay under Section 2.05, and repaid or prepaid may not be reborrowedreborrow under this Section 2.01(b). Initial DDTLs Revolving Credit Loans may be Base Rate Loans or Term SOFR Eurodollar Rate Loans, as further provided herein. Notwithstanding anything to the contrary in this Agreement, (i) from and after the Initial DDTL Commitment Expiration Date, the Initial DDTLs shall be added to and become a part of the Initial Term Loans, (ii) the Initial DDTLs shall have the same terms as the Initial Term Loans and (iii) from and after the Initial DDTL Commitment Expiration Date, the Initial Term Loans and the Initial DDTLs shall be treated as part of a single Class of Initial Term Loans for all purposes, except that interest on the Initial DDTLs shall commence to accrue from the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration Date, the Administrative Agent shall, based on the Types of Borrowings of Initial Term Loans then outstanding, ratably allocate such Initial DDTLs as Base Rate Loans and Term SOFR Loans, as applicable, in the same proportion as the then outstanding Initial Term Loans, and with respect to Term SOFR Loans, ratably and proportionately assign matching stub Interest Periods to such Initial DDTLs on the same basis as the Initial Term Loans.

The Commitments and Credit Extensions. Section 2.012. The Loans01Letter of Credit Facility. (a) The Initial Term Loan Borrowings and DDTL BorrowingsLetter of Credit Commitment. (i) The Initial Term Loan Borrowings. Subject to the terms and conditions set forth herein, each Term (A) the L/C Issuer agrees, in reliance upon the agreements of the L/C Lenders set forth in this Section 2.01, (1) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.01(b), and (2) to honor drawings under the Letters of Credit; and (B) the L/C Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) no L/C Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall exceed such Lender’s Letter of Credit Commitment and (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Facility. Each request by the Company for the issuance or amendment of a Letter of Credit ​ ​ shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof. Each L/C Lender severally agrees to make L/C Advances from time to time during the Borrower on the Closing Date loans denominated in Dollars in Availability Period up to an aggregate outstanding principal amount not equal to exceed the amount its Letter of such Term Lender’s Term Credit Commitment. Amounts borrowed under this Section 2.01(a)(i) and repaid or prepaid may not be reborrowed. Initial Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein; provided that as of the Amendment No. 4 Effective Date, any outstanding Initial Term Loans that are Eurocurrency Rate Loans (as defined by this Agreement prior to after giving effect to Amendment No. 4) prior to giving effect to Amendment No. 4 will continue as Eurocurrency Rate Loans (in accordance with this Agreement prior to giving effect to Amendment No. 4) until the last day such L/C Advances, no L/C Lender’s Applicable Percentage of the Interest Period applicable to Outstanding Amount of all L/C Obligations shall exceed such Loan (or the next following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such date, shall be available to be converted by the Borrower to Term SOFR Loan or a Base Rate LoanLender’s Letter of Credit Commitment. (ii) The Initial DDTL Borrowings. Subject L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.01(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required L/C Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the L/C Lenders have approved such expiry date. (iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the terms L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and conditions set forth herein, each Initial DDTL Lender severally agrees which the L/C Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to make to it; (B) the Borrower from time to time after the Closing Date until the Initial DDTL Commitment Expiration Date (on issuance of such Letter of Credit would violate one or more occasions) loans denominated in Dollars in an aggregate principal amount not to exceed the amount of such Initial DDTL Lender’s then-outstanding Initial DDTL Commitment. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Initial DDTLs may be Base Rate Loans or Term SOFR Loans, as further provided herein. Notwithstanding anything to the contrary in this Agreement, (i) from and after the Initial DDTL Commitment Expiration Date, the Initial DDTLs shall be added to and become a part policies of the Initial Term Loans, L/C Issuer applicable to letters of credit generally; (iiC) the Initial DDTLs shall have the same terms except as the Initial Term Loans and (iii) from and after the Initial DDTL Commitment Expiration Date, the Initial Term Loans and the Initial DDTLs shall be treated as part of a single Class of Initial Term Loans for all purposes, except that interest on the Initial DDTLs shall commence to accrue from the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration Date, otherwise agreed by the Administrative Agent shalland the L/C Issuer, based on such Letter of Credit is in an initial stated amount less than $500,000; ​ ​ (D) such Letter of Credit is to be denominated in a currency other than Dollars; (E) such Letter of Credit contains any provisions for automatic reinstatement of the Types stated amount after any drawing thereunder; (F) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Borrowings of Initial Term Loans then outstandingCash Collateral, ratably allocate satisfactory to the L/C Issuer (in its sole discretion) with the Company or such Initial DDTLs as Base Rate Loans and Term SOFR Loans, as applicable, in Lender to eliminate the same proportion as the then outstanding Initial Term Loans, and L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iv)) with respect to Term SOFR Loanssuch Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, ratably and proportionately assign matching stub Interest Periods as it may elect in its sole discretion; or (G) such Letter of Credit is to be used as support for any rent or lease payment of any Person. (iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Initial DDTLs Letter of Credit. (vi) The L/C Issuer shall act on behalf of the same basis L/C Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the Initial Term Loansterm “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Commitments and Credit Extensions. Section 2.01. The Loans. (a) The Initial Term Loan Borrowings and DDTL Borrowings. (i) The Initial Term Loan BorrowingsCommitted Loans. Subject to the terms and conditions set forth herein, each Term Revolving Lender severally agrees to make Revolving Loans to the applicable Borrower on (which, in the Closing Date loans denominated case of the Initial Revolving Credit Facility, shall be any Borrower) from time to time in Dollars or, solely in the case of the Top Borrower or the Canadian Co-Borrower (but not, for the avoidance of doubt, the Costa Rican Co-Borrower), in one or more Alternative Currencies, if any, on any Business Day during the Availability Period for the applicable Revolving Credit Facility, in an aggregate principal amount not to exceed at any time outstanding the amount of such Term Revolving Lender’s Term Revolving Commitment under the applicable Revolving Credit Facility; provided, however, that, after giving effect to any Borrowing of Revolving Loans, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (y) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment. Amounts borrowed For the avoidance of doubt, the applicable Borrower may elect the Revolving Credit Facility under which any Borrowing of Revolving Loans shall be made (for the avoidance of doubt, each Borrower shall be permitted to borrow Revolving Loans on a non pro rata basis between any Revolving Credit Facility and any other Revolving Credit Facility). Within the limits of each Revolving ▇▇▇▇▇▇’s Revolving Commitment, and subject to the other terms and conditions hereof, any Borrower may borrow under this Section 2.01(a)(i) 2.01, prepay under Section 2.05, and repaid or prepaid may not be reborrowedreborrow under this Section 2.01. Initial Term Revolving Loans may be Base Rate Loans, Term SOFR Loans, Eurocurrency Term Rate Loans, Eurocurrency Daily Rate Loans, EURIBO Rate Loans, Alternative Currency Term Rate Loans or Term SOFR ▇▇▇▇▇ Rate Loans, as further provided herein. (b) Borrowings, Conversions and Continuations of Committed Loans. (i) Each Committed Borrowing, each conversion of Committed Loans (other than Swing Line Loans) from one Type to the other, and each continuation of Term SOFR Loans, Eurocurrency Term Rate Loans, Alternative Currency Term Rate Loans, ▇▇▇▇▇ Rate Loans or EURIBO Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that as any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Amendment No. 4 Effective DateAdministrative Agent not later than 12:00 p.m. or, with respect to any outstanding Initial Borrowing of, conversion to or continuation of Alternative Currency Term Rate Loans, 10:00 a.m. (i) three Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of Term SOFR Loans, or of any conversion of Base Rate Committed Loans that are to Term SOFR Loans, (ii) three Business Days prior to the requested date of any Borrowing of or continuation of Eurocurrency Rate Loans denominated in an Alternative Currency, Alternative Currency Term Rate Loans, EURIBO Rate Loans or ▇▇▇▇▇ Rate Loans; and (iii) on the requested date of any Borrowing of or conversion of Term SOFR Loans to Base Rate Committed Loans; provided, however, that, if the applicable Borrower wishes to request Term SOFR Loans, Eurocurrency Term Rate Loans, Alternative Currency Term Rate Loans or EURIBO Rate Loans having an Interest Period other than one, three or (other than with respect to Alternative Currency Term Rate Loans) six months in duration as defined provided in the definition of “Interest Period”, the applicable notice must be received by this Agreement the Administrative Agent not later than 12:00 p.m. five Business Days prior to giving effect the requested date of such Committed Borrowing, conversion (in the case of Committed Loans denominated in Dollars) or continuation, whereupon the Administrative Agent shall give prompt notice to Amendment Nothe applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. 4Not later than 12:00 p.m., four Business Days before the requested date of such Committed Borrowing, conversion or continuation, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) prior whether or not the requested Interest Period has been consented to giving effect by all the applicable Lenders and the Administrative Agent. Each Committed Borrowing of, conversion to Amendment No(in the case of Committed Loans denominated in Dollars) or continuation of Term SOFR Loans, Eurocurrency Rate Loans, Alternative Currency Term Rate Loans, EURIBO Rate Loans or ▇▇▇▇▇ Rate Loans, shall be in a principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. 4 will continue Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Term SOFR Loans, Eurocurrency Term Rate Loans, Alternative Currency Term Rate Loans, ▇▇▇▇▇ Rate Loans or EURIBO Rate Loans, (ii) the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) the Facility pursuant to which the Committed Borrowing is being requested, (vi) the currency of the Committed Borrowing and (vii) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the applicable Borrower fails to specify a Type of Committed Loan denominated in Dollars in a Committed Loan Notice or if the applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans (in accordance with this Agreement prior any such automatic conversion to giving effect to Amendment No. 4) until Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans); provided, however, that, in the case of a failure to timely request a continuation of EURIBO Rate Loans, Alternative Currency Term Rate Loans or ▇▇▇▇▇ Rate Loans, such Loan (Committed Loans shall be continued as EURIBO Rate Loans, Alternative Currency Term Rate Loans or the next following Business Day if such day is not a Business Day) ▇▇▇▇▇ Rate Loans, respectively, in their original currency and, in the case of EURIBO Rate Loans and Alternative Currency Term Rate Loans, with an Interest Period of one (1) month. If the applicable Borrower requests a Committed Borrowing of, conversion to (in the extent case of Committed Loan denominated in Dollars), or continuation of Term SOFR Loans, EURIBO Rate Loans, Alternative Currency Term Rate Loans or Eurocurrency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it remains outstanding on such datewill be deemed to have specified an Interest Period of one month. Except as provided in Section 3.03, shall be available to no Committed Loan may be converted by the Borrower to Term SOFR into or continued as a Committed Loan denominated in a different currency (and no Committed Loan denominated in Dollars may be converted into EURIBO Rate Loan, ▇▇▇▇▇ Rate Loan or a Base Alternative Currency Term Rate Loan and no EURIBO Rate Loan, ▇▇▇▇▇ Rate Loan or Alternative Currency Term Rate Loan may be converted into the Loan of any other Type), but instead must be repaid in the original currency of such Committed Loan and reborrowed in the other currency. (ii) The Initial DDTL BorrowingsFollowing receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender that holds a Commitment (or, in the case of any Term Facility after the making of the applicable Term Loans, each Lender that holds any Term Loans) under the applicable Facility of the amount of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each applicable Lender of the details of any automatic conversion to Base Rate Loans. Subject In the case of a Committed Borrowing, each Lender that holds a Commitment under the applicable Facility shall make the amount of its Committed Loan available to the terms and Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth hereinin Section 4.02 (and, each Initial DDTL Lender severally agrees to if such Borrowing is a part of the initial Credit Extensions on the Closing Date, Section 4.01), the Administrative Agent shall make all funds so received available to the applicable Borrower from time to time after in like funds as received by the Closing Date until Administrative Agent either by (i) crediting the Initial DDTL Commitment Expiration Date (account of the applicable Borrower on one or more occasions) loans denominated in Dollars in an aggregate principal amount not to exceed the books of Bank of America with the amount of such Initial DDTL Lender’s then-outstanding Initial DDTL Commitment. Amounts borrowed under this Section 2.01(a)(iifunds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and repaid or prepaid may not reasonably acceptable to) the Administrative Agent by the applicable Borrower; provided, however, that, if on the date the Committed Loan Notice with respect to such Borrowing is given by the applicable Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be reborrowed. Initial DDTLs may applied to the payment in full of any such L/C Borrowings, and second, shall be Base made available to the applicable Borrower as provided above. (iii) Except as otherwise provided herein, a Term SOFR Loan, Eurocurrency Term Rate Loan, Alternative Currency Term Rate Loan, ▇▇▇▇▇ Rate Loans or EURIBO Rate Loan may be continued or (in the case of Term SOFR Loan denominated in Dollars) converted only on the last day of an Interest Period (or last Business Day of each March, June, September and December in the case of ▇▇▇▇▇ Rate Loans) for such Term SOFR Loan, Eurocurrency Term Rate Loan, Alternative Currency Term Rate Loan, ▇▇▇▇▇ Rate Loan or EURIBO Rate Loan, as applicable. (iv) The Administrative Agent shall promptly notify the Borrowers and the Lenders funding such Loans of the interest rate applicable to any Interest Period for Term SOFR Loans, SOFR Daily Floating Rate Loans, Eurocurrency Term Rate Loans, Alternative Currency Term Rate Loans or EURIBO Rate Loans upon determination of such interest rate. The determination of the Term SOFR, SOFR Daily Floating Rate, Eurocurrency Rate, Alternative Currency Term Rate, EURIBO Rate or ▇▇▇▇▇ ▇▇▇▇ by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrowers and the Lenders holding such Loans of any change in the Base Rate promptly following such change. (v) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as further provided herein. the same Type, there shall not be more than twenty Interest Periods in effect with respect to Committed Loans. (vi) Notwithstanding anything to the contrary in this Agreement, (i) from and after any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the Initial DDTL Commitment Expiration Dateterms of this Agreement, the Initial DDTLs shall be added pursuant to and become a part of the Initial Term Loans, (ii) the Initial DDTLs shall have the same terms as the Initial Term Loans and (iii) from and after the Initial DDTL Commitment Expiration Date, the Initial Term Loans and the Initial DDTLs shall be treated as part of a single Class of Initial Term Loans for all purposes, except that interest on the Initial DDTLs shall commence to accrue from cashless settlement mechanism approved by the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration DateBorrower(s), the Administrative Agent shall, based on the Types of Borrowings of Initial Term Loans then outstanding, ratably allocate and such Initial DDTLs as Base Rate Loans and Term SOFR Loans, as applicable, in the same proportion as the then outstanding Initial Term Loans, and with respect to Term SOFR Loans, ratably and proportionately assign matching stub Interest Periods to such Initial DDTLs on the same basis as the Initial Term LoansLender.

The Commitments and Credit Extensions. Section 2.01. The Loans. (a) The Initial Term Loan Borrowings and DDTL Borrowings. (i) The Initial Term Loan Borrowings. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Borrower on the Closing Date loans denominated in Dollars in an aggregate principal amount not to exceed the amount of such Term Lender’s Term Commitment. Amounts borrowed under this Section 2.01(a)(i) and repaid or prepaid may not be reborrowed. Initial Term Loans may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans, as further provided herein; provided that as of the Amendment No. 4 Effective Date, any outstanding Initial Term Loans that are Eurocurrency Rate Loans (as defined by this Agreement prior to giving effect to Amendment No. 4) prior to giving effect to Amendment No. 4 will continue as Eurocurrency Rate Loans (in accordance with this Agreement prior to giving effect to Amendment No. 4) until the last day of the Interest Period applicable to such Loan (or the next following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such date, shall be available to be converted by the Borrower to Term SOFR Loan or a Base Rate Loan. (ii) The Initial DDTL Borrowings. Subject to the terms and conditions set forth herein, each Initial DDTL Lender severally agrees to make to the Borrower from time to time after the Closing Date until the Initial DDTL Commitment Expiration Date (on one or more occasions) loans (the “Initial DDTLs”) denominated in Dollars in an aggregate principal amount not to exceed the amount of such Initial DDTL Lender’s then-outstanding Initial DDTL Commitment. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Initial DDTLs may be Base Rate Loans or Term SOFR Eurocurrency Rate Loans, as further provided herein. Notwithstanding anything to the contrary in this Agreement, (i) from and after the Initial DDTL Commitment Expiration Date, the Initial DDTLs shall be added to and become a part of the Initial Term Loans, (ii) the Initial DDTLs shall have the same terms as the Initial Term Loans and (iii) from and after the Initial DDTL Commitment Expiration Date, the Initial Term Loans and the Initial DDTLs shall be treated as part of a single Class of Initial Term Loans for all purposes, except that interest on the Initial DDTLs shall commence to accrue from the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration Date, the Administrative Agent shall, based on the Types of Borrowings of Initial Term Loans then outstanding, ratably allocate such Initial DDTLs as Base Rate Loans and Term SOFR Eurocurrency Rate Loans, as applicable, in the same proportion as the then outstanding Initial Term Loans, and with respect to Term SOFR Eurocurrency Rate Loans, ratably and proportionately assign matching stub Interest Periods to such Initial DDTLs on the same basis as the Initial Term Loans.

The Commitments and Credit Extensions. Section 2.01. 2.01 The Loans. (a) The Initial Term Loan Borrowings A Loans. Subject to the terms and DDTL Borrowingsconditions set forth herein, each Term A Lender severally agrees to make a single loan to the Borrower on the Closing Date in an amount not to exceed such Term A Lender’s Term A Commitment. The Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Applicable Percentage of the Term A Facility. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term A Loans shall be denominated in Dollars and may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (ib) The Initial Term Loan Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Term Revolving Credit Lender severally agrees to make loans (each such loan, a “Revolving Credit Loan”) to the Borrower on the Closing Date loans denominated in Dollars from time to time, on any Business Day during the Availability Period for the Revolving Credit Facility, in an aggregate principal amount not to exceed at any time outstanding the amount of such Term Revolving Credit Lender’s Term Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Revolving Credit Lender’s Applicable Percentage of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment. Amounts borrowed Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a)(i) 2.01(b), prepay under Section 2.05, and repaid or prepaid may not be reborrowedreborrow under this Section 2.01(b). Initial Term Revolving Credit Loans may be Base Rate Loans or Term SOFR Eurodollar Rate Loans, as further provided herein; provided that as of the Amendment No. 4 Effective Date, any outstanding Initial Term Loans that are Eurocurrency Rate Loans (as defined by this Agreement prior to giving effect to Amendment No. 4) prior to giving effect to Amendment No. 4 will continue as Eurocurrency Rate Loans (in accordance with this Agreement prior to giving effect to Amendment No. 4) until the last day of the Interest Period applicable to such Loan (or the next following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such date, shall be available to be converted by the Borrower to Term SOFR Loan or a Base Rate Loan. (ii) The Initial DDTL Borrowings. Subject to the terms and conditions set forth herein, each Initial DDTL Lender severally agrees to make to the Borrower from time to time after the Closing Date until the Initial DDTL Commitment Expiration Date (on one or more occasions) loans denominated in Dollars in an aggregate principal amount not to exceed the amount of such Initial DDTL Lender’s then-outstanding Initial DDTL Commitment. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Initial DDTLs may be Base Rate Loans or Term SOFR Loans, as further provided herein. Notwithstanding anything to the contrary in this Agreement, (i) from and after the Initial DDTL Commitment Expiration Date, the Initial DDTLs shall be added to and become a part of the Initial Term Loans, (ii) the Initial DDTLs shall have the same terms as the Initial Term Loans and (iii) from and after the Initial DDTL Commitment Expiration Date, the Initial Term Loans and the Initial DDTLs shall be treated as part of a single Class of Initial Term Loans for all purposes, except that interest on the Initial DDTLs shall commence to accrue from the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration Date, the Administrative Agent shall, based on the Types of Borrowings of Initial Term Loans then outstanding, ratably allocate such Initial DDTLs as Base Rate Loans and Term SOFR Loans, as applicable, in the same proportion as the then outstanding Initial Term Loans, and with respect to Term SOFR Loans, ratably and proportionately assign matching stub Interest Periods to such Initial DDTLs on the same basis as the Initial Term Loans.

The Commitments and Credit Extensions. Section 2.01. The Committed Loans. (a) The Initial Term Loan Borrowings and DDTL Borrowings. (i) The Initial Term Loan Borrowings. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrower from time to time, on any Business Day during the Closing Date loans denominated in Dollars Availability Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Term Lender’s Term Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment. Amounts borrowed Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a)(i) 2.01, prepay under Section 2.05, and repaid or prepaid may not be reborrowedreborrow under this Section 2.01. Initial Term Committed Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein; provided that as of the Amendment No. 4 Effective Date, any outstanding Initial Term Loans that are Eurocurrency Eurodollar Rate Loans (as defined by this Agreement prior to giving effect to Amendment No. 4) prior to giving effect to Amendment No. 4 will continue as Eurocurrency Rate Loans (in accordance with this Agreement prior to giving effect to Amendment No. 4) until the last day of the Interest Period applicable to such Loan (or the next following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such date, shall be available to be converted by the Borrower to Term SOFR Loan or a Base Rate Loan. (ii) The Initial DDTL Borrowings. Subject to the terms and conditions set forth herein, each Initial DDTL Lender severally agrees to make to the Borrower from time to time after the Closing Date until the Initial DDTL Commitment Expiration Date (on one or more occasions) loans denominated in Dollars in an aggregate principal amount not to exceed the amount of such Initial DDTL Lender’s then-outstanding Initial DDTL Commitment. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Initial DDTLs may be Base Rate Loans or Term SOFR Loans, as further provided herein. Notwithstanding anything Each Committed Borrowing, each conversion of Committed Loans from one Type to the contrary in this Agreementother, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) from three Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of Eurodollar Rate Loans, and after (ii) on the Initial DDTL Commitment Expiration Daterequested date of any Borrowing of Base Rate Committed Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Initial DDTLs Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be added in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to and become Base Rate Committed Loans shall be in a part principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Initial Term Borrower is requesting a Committed Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the Initial DDTLs shall have requested date of the same terms Committed Borrowing, conversion or continuation, as the Initial Term Loans and case may be (which shall be a Business Day), (iii) from the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and after the Initial DDTL Commitment Expiration Date(v) if applicable, the Initial Term Loans and duration of the Initial DDTLs shall be treated as part of a single Class of Initial Term Loans for all purposes, except that interest on the Initial DDTLs shall commence to accrue from the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration Date, the Administrative Agent shall, based on the Types of Borrowings of Initial Term Loans then outstanding, ratably allocate such Initial DDTLs as Base Rate Loans and Term SOFR Loans, as applicable, in the same proportion as the then outstanding Initial Term Loans, and Interest Period with respect to Term SOFR Loans, ratably and proportionately assign matching stub Interest Periods to such Initial DDTLs on the same basis as the Initial Term Loans.47354535_7

The Commitments and Credit Extensions. Section 2.01. The Committed Loans. (a) The Initial Term Loan Borrowings and DDTL Borrowings. (i) The Initial Term Loan Borrowings. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make loans in Dollars (each such loan, a "Committed Loan") to the Borrower from time to time, on any Business Day during the Closing Date loans denominated in Dollars Availability Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Term Lender’s Term Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment. Amounts borrowed Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a)(i) 2.01, prepay under Section 2.05, and repaid or prepaid may not be reborrowedreborrow under this Section 2.01. Initial Term Committed Loans may be Base Rate Loans or Term SOFR Eurodollar Rate Loans, as further provided herein; . Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided that in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) 47012838_8 whether the Borrower is requesting a Committed Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the Amendment No. 4 Effective Date, any outstanding Initial Term Loans that are Eurocurrency Rate Loans (as defined by this Agreement prior to giving effect to Amendment No. 4) prior to giving effect to Amendment No. 4 will continue as Eurocurrency Rate Loans (in accordance with this Agreement prior to giving effect to Amendment No. 4) until the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Committed Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to such specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Following receipt of a Commitment Loan (Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the next following Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available in Dollars to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day if such day is not a Business Day) and, to specified in the extent it remains outstanding on such date, shall be available to be converted by applicable Committed Loan Notice. Upon satisfaction of the Borrower to Term SOFR Loan or a Base Rate Loan. (ii) The Initial DDTL Borrowings. Subject to the terms and applicable conditions set forth hereinin Section 4.02 (and, each Initial DDTL Lender severally agrees to if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received immediately available to the Borrower from time to time after the Closing Date until the Initial DDTL Commitment Expiration Date (on one or more occasions) loans denominated in Dollars in an aggregate principal amount not to exceed either by (i) crediting the account of the Borrower on the books of Fifth Third with the amount of such Initial DDTL Lender’s then-outstanding Initial DDTL Commitmentfunds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Initial DDTLs Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders. The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans or Term SOFR Loans, as further provided herein. Notwithstanding anything to the contrary in this Agreement, (i) from and after the Initial DDTL Commitment Expiration Date, the Initial DDTLs shall be added to and become a part of the Initial Term Loans, (ii) the Initial DDTLs shall have the same terms as the Initial Term Loans and (iii) from and after the Initial DDTL Commitment Expiration Date, the Initial Term Loans and the Initial DDTLs shall be treated as part of a single Class of Initial Term Loans for all purposes, except that interest on the Initial DDTLs shall commence to accrue from the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration Dateare outstanding, the Administrative Agent shall, based on shall notify the Types Borrower and the Lenders of Borrowings of Initial Term Loans then outstanding, ratably allocate such Initial DDTLs as any change in Fifth Third’s prime rate used in determining the Base Rate promptly following the public announcement of such change. After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and Term SOFR Loans, all continuations of Committed Loans as applicable, in the same proportion as the then outstanding Initial Term LoansType, and there shall not be more than ten Interest Periods in effect with respect to Term SOFR Loans, ratably and proportionately assign matching stub Interest Periods to such Initial DDTLs on the same basis as the Initial Term Loans.. 47012838_8

The Commitments and Credit Extensions. Section 2.01. The Loans. (a) The Initial Term Loan Borrowings and DDTL Borrowings. (i) The Initial Term Loan Borrowings. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make (or cause its Applicable Lending Office to make): (a) prior to the Borrower on entry of the Closing Date Final Order, initial loans denominated in Dollars in an aggregate principal amount not to exceed at any time outstanding the amount of such Term Lender’s Term Initial Commitment. ; provided that, after giving effect to any such Borrowing, the Initial Total Outstandings shall not exceed the Initial Commitment Amount in effect at such time; and (b) upon the entry of the Final Order, additional loans in an aggregate principal amount not to exceed at any time outstanding the amount of such ▇▇▇▇▇▇’s Remaining Commitment Amount; provided that if the Total Outstandings shall be in an amount above $55,000,000 at the time of such Borrowing, such Borrowing shall be subject to the consent of the Administrative Agent and the Required Lenders. (c) Amounts borrowed under this Section 2.01(a)(i) 2.01 and repaid or prepaid may not be reborrowed. Initial Term . (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent of such Borrowing, conversion or continuation of Eurodollar Rate Loans, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 noon (New York, New York time) (i) three (3) Business Days prior to the requested date of any Borrowing or continuation or conversion of Eurodollar Rate Loans (or any conversion of Base Rate Loans to Eurodollar Rate Loans) and (ii) one (1) Business Day before the requested date of any Borrowing of Base Rate Loans or Term SOFR any continuation or conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, as further provided herein; provided that as appropriately completed and signed by a Responsible Officer of the Amendment NoBorrower. 4 Effective DateEach Borrowing of, any outstanding Initial Term Loans that are Eurocurrency conversion to or continuation of Eurodollar Rate Loans (as defined by this Agreement prior shall be in a principal amount of $5,000,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of, continuation of or conversion to giving effect to Amendment No. 4) prior to giving effect to Amendment No. 4 will continue as Eurocurrency Base Rate Loans (in accordance with this Agreement prior to giving effect to Amendment No. 4) until the last day of the Interest Period applicable to such Loan (or the next following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such dateLoans, shall be available to be converted by the Borrower to Term SOFR Loan in a principal amount of $5,000,000 or a Base Rate Loan. (ii) The Initial DDTL Borrowingswhole multiple of $100,000 in excess thereof. Subject to the terms and conditions set forth herein, each Initial DDTL Lender severally agrees to make to the Borrower from time to time after the Closing Date until the Initial DDTL Commitment Expiration Date (on one or more occasions) loans denominated in Dollars in an aggregate principal amount not to exceed the amount of such Initial DDTL Lender’s then-outstanding Initial DDTL Commitment. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Initial DDTLs may be Base Rate Loans or Term SOFR LoansEach Committed Loan Notice shall specify, as further provided herein. Notwithstanding anything to the contrary in this Agreementapplicable, (i) from and after the Initial DDTL Commitment Expiration Daterequested date of the Borrowing, conversion or continuation, as the Initial DDTLs case may be (which shall be added to and become a part of the Initial Term Loans, (ii) the Initial DDTLs shall have the same terms as the Initial Term Loans and (iii) from and after the Initial DDTL Commitment Expiration Date, the Initial Term Loans and the Initial DDTLs shall be treated as part of a single Class of Initial Term Loans for all purposes, except that interest on the Initial DDTLs shall commence to accrue from the applicable date of such DDTL Borrowing. On the Initial DDTL Commitment Expiration Date, the Administrative Agent shall, based on the Types of Borrowings of Initial Term Loans then outstanding, ratably allocate such Initial DDTLs as Base Rate Loans and Term SOFR Loans, as applicable, in the same proportion as the then outstanding Initial Term Loans, and with respect to Term SOFR Loans, ratably and proportionately assign matching stub Interest Periods to such Initial DDTLs on the same basis as the Initial Term Loans.Business Day),