Common use of The Commitments Clause in Contracts

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make a Term B-1 Loan or Term B-1 Loans to the Borrower, which Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans to the Borrower, which Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-2 Loans may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a an Initial Term B-1 Loan Commitment severally agrees to make a an Initial Term B-1 Loan or Term B-1 Loans to the Borrower, which Initial Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollarsshall, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate RateTerm Benchmark Term Loans, ; provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iviii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaidrepaid, Initial Term B-1 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a an Incremental Term B-2 Loan Commitment from time to time severally agrees to make a term loans (each, an “Incremental Term B-2 Loan or Loan” and, collectively, the “Incremental Term B-2 Loans Loans”) to the Borrower, which Incremental Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall shall, except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, into one or more Borrowings of Base Rate Term Loans or LIBO Rate RateTerm Benchmark Term Loans, ; provided that except all Incremental Term Loans of a given Tranche made as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising part of the same Borrowing shall at all times be consist of Incremental Term Loans of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term B-2 Loan Commitment of such Incremental Term Loan Lender on the Closing Date for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(a4.02(b)). Once repaid or prepaidrepaid, Incremental Term B-2 Loans may not be reborrowed. (c) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment to make any such Loan to the extent not so made by such branch or Affiliate.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make make, at par and any time and from time to time on or after the Initial Borrowing Date and on or prior to the Merger Closing Date, a Term B-1 Loan loan or Term B-1 Loans loans (each, an “Initial Loan” and, collectively, the “Initial Loans”) to the Borrower, which Term B-1 Initial Loans (i) shall be denominated in Dollars and (ii) shall not be incurred by on any date occurring prior to the Merger Closing Date if, after giving effect to the making of the respective Initial Loans and the related reductions to the Total Commitment pursuant to Section 4.03(b)(x), the Bridge Loan Blocked Amount would exceed the then remaining Total Commitment. (b) Each Lender agrees that, if the Initial Loans have not been repaid in full prior to the Initial Maturity Date, on such Initial Maturity Date the then outstanding principal amount of each of its Initial Loans shall be automatically converted into an extended loan to the Borrower pursuant (each, an “Extended Loan” and, collectively, the “Extended Loans”) in an aggregate principal amount equal to a single drawing the then outstanding principal amount of such Initial Loan or Initial Loans; provided that the extension as contemplated in this clause (b) shall not occur and all Initial Loans shall be required to be paid in full on the Closing Initial Maturity Date, if (i) there then exists any Default or Event of Default under Section 12(h) or 12(i), (ii) shall be denominated in U.S. Dollars, there exists at such time any Event of Default hereunder or the maturity of the Initial Loans has theretofore been accelerated as a result of the occurrence of one or more Events of Default or (iii) shall except as hereinafter providedthe Merger Closing Date did not occur on or prior to October 15, 2010. It is understood and agreed that Loans may also, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except Lenders as otherwise specifically provided in Section 2.10(b)10.15, all Term B-1 be required to be Exchanged for Exchange Notes in accordance with the requirements of Section 10.15. All Extended Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) Exchange Notes shall be made by each such Lender denominated in that aggregate principal amount which does not exceed the Term B-1 Loan Commitment of such Lender on the Closing Date Dollars. (before giving effect to the termination thereof pursuant to Section 4.02(a)). c) Once repaid or prepaidrepaid, Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans to the Borrower, which Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-2 Loans may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a an Initial Term B-1 Loan Commitment severally agrees to make a an Initial Term B-1 Loan or Initial Term B-1 Loans to the BorrowerBorrowers, which Initial Term B-1 Loans (i) shall be incurred by the Borrower Borrowers pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Lead Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaidrepaid, Initial Term B-1 Loans may not be reborrowed. All Borrowers shall be jointly and severally liable as borrowers for all Term Loans regardless of which Borrower receives the proceeds thereof. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a an Incremental Term B-2 Loan Commitment from time to time severally agrees to make a term loans (each, an “Incremental Term B-2 Loan or Loan” and, collectively, the “Incremental Term B-2 Loans Loans”) to the BorrowerBorrowers, which Incremental Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall shall, except as hereinafter provided, at the option of the Lead Borrower, be incurred and maintained as, and/or converted into, into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, ; provided that except all Incremental Term Loans of a given Tranche made as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising part of the same Borrowing shall at all times be consist of Incremental Term Loans of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term B-2 Loan Commitment of such Incremental Term Loan Lender on the Closing Date for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(a4.02(b)). Once repaid or prepaidrepaid, Incremental Term B-2 Loans may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make a Term B-1 Loan or Term B-1 Loans make, at any time and from time to time after the Closing Date and prior to the BorrowerFinal Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower Agent and the other Borrowers, which Term B-1 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the BorrowerBorrower Agent, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term ABR Loans or LIBO BSBY Rate Term Loans; provided that, provided that except as otherwise specifically provided in Section 2.10(b)this Agreement, all Term B-1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by each such any Lender in that aggregate principal amount which does not exceed any instance where the Term B-1 Loan Commitment of such Lender on the Closing Date incurrence thereof (before after giving effect to the termination use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may not be reborrowed. (bthis Agreement) Subject to and upon would cause the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans to the Borrower, which Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment Individual Exposure of such Lender on to exceed the Closing Date amount of its Revolving Loan Commitment at such time and (before v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the termination use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to Section 4.02(a)). Once repaid this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect or prepaid, Term B-2 Loans may not be reborrowed(B) the Aggregate Exposure to exceed the Borrowing Base at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth hereinin this Agreement, each Lender with a Term B-1 Loan Commitment severally agrees (and not jointly) agrees, during the Availability Period (i) to make a Term B-1 Loan or Term B-1 make, Convert and Continue Dollar Loans to the BorrowerCompany as the Company may request, which Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, and (ii) shall be denominated to make and Continue Foreign Currency Loans to the Company or any Foreign Borrower as the Company or such Foreign Borrower may request; provided, however, that in U.S. Dollarseach case: (A) for any Lender, the sum of (1) the aggregate LC Exposure of such Lender, (iii2) shall except as hereinafter provided, at the option aggregate principal amount of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term all Dollar Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Typemade by such Lender, and (iv3) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by such Lender, shall not exceed such Lender’s Commitment at any time, (B) the sum of (1) the aggregate LC Exposure of all Lenders, (2) the aggregate principal amount of all Dollar Loans made by all Lenders, (3) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (4) the aggregate principal amount of all Competitive Loans made by all Lenders, shall not exceed the combined Commitments at any time, and (C) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders shall not exceed the Foreign Currency Limit at any time. Subject to the foregoing and other terms and conditions hereof, Committed Loans may be Borrowed, prepaid and reborrowed as set forth herein without premium or penalty. The Borrower may Convert a Dollar LIBOR Loan to a Base Rate Loan or a Base Rate Loan to a Dollar LIBOR Loan upon request, subject to the terms and conditions of this Agreement. The Borrower may not Convert a Dollar Loan to a Foreign Currency Loan, a Foreign Currency Loan to a Dollar Loan or a Loan in one Foreign Currency to a Loan in any other Foreign Currency. Each Competitive Loan shall be made in accordance with Section 2.03. The available Commitments also may be utilized by each such Lender the Company to obtain Letters of Credit in that aggregate principal amount which does not exceed the Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to accordance with Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may not be reborrowed2.11. (b) Subject to and upon the terms and conditions set forth herein, Committed Loans made by each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans to the Borrower, which Term B-2 Loans (i) shall be incurred evidenced by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans loan accounts or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made records maintained by each such Lender in that aggregate principal the Ordinary Course of Business. Upon the request of any Lender made through the Administrative Agent, such Lender’s Committed Loans may be evidenced by one or more Committed Loan Notes, instead of or in addition to loan accounts. (Each such Lender may endorse on the schedules annexed to its Committed Loan Note the date, amount which does not exceed and maturity of its Committed Loans and payments with respect thereto.) Such loan accounts, records or Notes shall be conclusive absent manifest error of the Term B-2 Loan Commitment amount of such Lender on Committed Loans and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the Closing Date (before giving effect obligation of any Credit Party to pay any amount owing with respect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaidCommitted Loans. (c) Unless the Administrative Agent and the Requisite Lenders otherwise consent, Term B-2 Loans may not with no more than 15 different Interest Periods shall be reborrowedoutstanding at any one time; provided that for the purposes of this sentence only, “Loans” shall mean all Loans outstanding under this Agreement.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees agrees, at any time and from time to time on and after the Effective Date and prior to the Maturity Date, to make a Term B-1 Loan revolving loan or Term B-1 Loans revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Term B-1 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Lender at such time and (iv) shall be made by each such Lender in not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which does not exceed are repaid with the Term B-1 Loan proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Commitment of at such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may not be reborrowedtime. (b) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender with a Term B-2 Loan Commitment severally BTCo in its individual capacity agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a Term B-2 Loan revolving loan or Term B-2 Loans revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Term B-2 Swingline Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datemade and maintained as Base Rate Loans, (ii) shall may be denominated repaid and reborrowed in U.S. Dollarsaccordance with the provisions hereof, (iii) shall except as hereinafter providednot exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Lenders then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the option of Adjusted Total Commitment at such time (after giving effect to any reductions to the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, Adjusted Total Commitment on such date) and (iv) shall be made by each such Lender not exceed in that aggregate principal amount at any time outstanding the Maximum Swingline Amount. (c) On any Business Day, BTCo may, in its sole discretion, give notice to the Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which does not exceed the Term B-2 Loan Commitment case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Lender Borrowing, a "Mandatory Borrowing") shall be made on the Closing Date immediately succeeding Business Day by all Lenders with a Commitment (without giving effect to any termination thereof pursuant to the last paragraph of Section 10) pro rata based on each Lender's Adjusted Percentage (determined before giving effect to any termination of the termination thereof Commitments pursuant to the last paragraph of Section 4.02(a))10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Once repaid or prepaid, Term B-2 Each such Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Commitment or the Adjusted Total Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be reborrowedmade on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Lenders to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with (x) a Term B-1 Loan Commitment severally agrees to make a Term B-1 Loan or Term B-1 Loans to the Borrower, and (y) a Term B-2 Term Loan Commitment severally agrees to make Term B-2 Loans to the Borrower, in each case which Initial Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Initial Term B-1 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a an Incremental Term B-2 Loan Commitment from time to time for a given Tranche of Incremental Term Loans severally agrees to make a term loans (each, an “Incremental Term B-2 Loan or Loan” and, collectively, the “Incremental Term B-2 Loans Loans”) to the Borrower, which Incremental Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall shall, except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term B-2 Loan Commitment of such Incremental Term Loan Lender on the Closing Date for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(a4.02(b)). Once repaid or prepaidrepaid, Incremental Term B-2 Loans may not be reborrowed.

The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III: (a) Subject to and upon the terms and conditions set forth herein, each Revolving Lender with a Term B-1 Loan Commitment severally agrees to make a Term B-1 Loan or Term B-1 Loans loans to the BorrowerBorrower (each, which Term B-1 Loans a “Revolving Loan”) from time to time on any Business Day during the period from the Amendment and Restatement Date through the end of the Commitment Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, such ▇▇▇▇▇▇’s Revolving Commitment and (ii) shall be denominated in U.S. Dollarsas to all Lenders, (iii) shall except the Total Revolving Commitment at such time; provided that, it is expressly acknowledged and agreed that, as hereinafter provided, at the option of the BorrowerAmendment and Restatement Date, no Lenders are Revolving Lenders and the Revolving Commitments in the aggregate equal zero; (b) each Term Lender severally agrees to make term loans to the Borrower (each, a “Term Loan”) from time to time on any Business Day during the period from the Amendment and Restatement Date through the end of the Commitment Period, in each case in an aggregate initial principal amount for all such made (and to be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate made) Term Loans or LIBO Rate up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time; (c) within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, provided that except as otherwise specifically provided in Section 2.10(b)once repaid, all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may not be reborrowed.; and (bd) Subject within such limits and subject to and upon the other terms and conditions set forth hereinof this Agreement, each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans to the Borrower, which Term B-2 Loans (i) Borrower shall be incurred by the Borrower pursuant permitted to a single drawing on the Closing Date, (ii) shall be denominated borrow Term Loans in U.S. Dollars, (iii) shall except as hereinafter provided, at the option advance of the Borrower, be incurred and maintained as, and/or converted into, settlement of the purchase of one or more Borrowings of Base Rate Term additional Collateral Loans or LIBO Rate distributions to the Parent. The proceeds of any such Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) Loan borrowings shall be made by each retained in the Collection Account as Principal Proceeds pending such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid purchase or prepaid, Term B-2 Loans may distribution and will not be reborrowedapplied to any other purpose.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a an A Term B-1 Loan Commitment severally agrees to make a term loan or term loans (each, an “A Term B-1 Loan or Loan” and, collectively, the “A Term B-1 Loans Loans”) to the U.S. Borrower, which A Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term LIBOR Loans, provided that except as otherwise specifically provided in Section 2.10(b), all A Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type and (iv) shall be made by each such Lender in an aggregate principal amount which does not exceed the A Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a B Term Loan Commitment severally agrees to make a term loan or term loans (each, a “B Term Loan” and, collectively, the “B Term Loans”) to the U.S. Borrower, which B Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that an aggregate principal amount which does not exceed the B Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a))Initial Borrowing Date. Once repaid or prepaidrepaid, B Term B-1 Loans incurred hereunder may not be reborrowed. (bc) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Revolving Loan Commitment severally agrees to make a Term B-2 Loan make, at any time and from time to time on or Term B-2 Loans after the Initial Borrowing Date and prior to the Borrower2017 Revolving Loan Maturity Date, which Term B-2 Loans (x) a revolving loan or revolving loans to the U.S. Borrower (each, a “U.S. Borrower Revolving Loan” and, collectively, the “U.S. Borrower Revolving Loans”) and (y) a revolving loan or revolving loans to any Canadian Borrower (each, a “Canadian Borrower Revolving Loan” and, together with the U.S. Borrower Revolving Loans, the “Revolving Loans”). As of the 2014 Revolving Loan Commitment Extension Effective Date, in accordance with and upon the conditions set forth in the Sixth Amendment, (A) the Revolving Loan Commitment (as defined herein immediately prior to the 2014 Revolving Loan Commitment Extension Effective Date) of each Lender outstanding on such date shall be continued hereunder and reclassified as a 2016 Revolving Loan Commitment in the same amount as outstanding immediately prior to the 2014 Revolving Loan Commitment Extension Effective Date and (B) (x) the 2016 Revolving Loan Commitment of each 2016 Revolving Lender described in clause (b) of the definition of “2016 Revolving Lender” shall be continued hereunder on such date as 2016 Revolving Loan Commitments in an amount as set forth on Schedule A of the Sixth Amendment and (y) the 2016 Revolving Loan Commitment of each 2017 Revolving Lender outstanding on such date shall be continued hereunder and be reclassified as a 2017 Revolving Loan Commitment on such date in an amount as set forth on Schedule A of the Sixth Amendment. Such Revolving Loans: (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, made and maintained in an Available Currency; (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter hereafter provided, shall, at the option of the applicable Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of (x) Base Rate Term Loans, Canadian Prime Rate Loans, LIBOR Loans or LIBO Canadian CDOR Rate Term Loans; provided that, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Revolving Loans comprising made as part of the same Borrowing shall at all times be consist of Revolving Loans of the same Type, ; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by each any such Lender in that aggregate principal amount which does not any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (w) the Individual Exposure of a RL Lender to exceed the Term B-2 amount of its Revolving Loan Commitment at such time, (x) the Aggregate Exposure to exceed the Total Revolving Loan Commitment at such time, (y) the Aggregate Canadian Borrower Exposure to exceed $275,000,000 or (z) the Aggregate Canadian Dollar Denominated Exposure to exceed $275,000,000. With respect to 2016 Revolving Lenders, on the 2016 Revolving Loan Maturity Date, all outstanding 2016 Revolving Loans shall be repaid in full. With respect to 2017 Revolving Lenders, on the 2017 Revolving Loan Maturity Date, all outstanding 2017 Revolving Loans shall be repaid in full. For the avoidance of doubt, on and after the 2014 Revolving Loan Commitment Extension Effective Date and prior to the 2016 Revolving Loan Maturity Date, all borrowings of Revolving Loans under this Section 2.01(c) shall be made pro rata between the 2016 Revolving Loan Commitments and the 2017 Revolving Loan Commitments. Any Revolving Loans outstanding on the 2014 Revolving Loan Commitment Extension Effective Date shall be continued as Revolving Loans hereunder; provided that (x) the Revolving Loans of each 2016 Revolving Lender will be continued as “2016 Revolving Loans” hereunder and (y) the Revolving Loans of each 2017 Revolving Lender will be reclassified as 2017 Revolving Loans hereunder. The Revolving Loans (as defined in this Agreement as in effect immediately prior to the 2014 Revolving Loan Commitment Extension Effective Date) of any Revolving Lender having both a 2016 Revolving Loan Commitment and a 2017 Revolving Loan Commitment shall be so reclassified as 2016 Revolving Loans and 2017 Revolving Loans, respectively, in proportion to the relative amounts of such Revolving Lender’s 2016 Revolving Loan Commitment and 2017 Revolving Loan Commitment, respectively. (d) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, (x) a swingline loan or swingline loans to the U.S. Borrower (each, a “U.S. Borrower Swingline Loan” and, collectively, the “U.S. Borrower Swingline Loans”) and (y) a swingline loan or swingline loans to any Canadian Borrower (each, a “Canadian Borrower Swingline Loan” and, together with the U.S. Borrower Swingline Loans, the “Swingline Loans”), which Swingline Loans: (i) shall be incurred and maintained in an Available Currency; (ii) shall be made and maintained as Base Rate Loans or Canadian Prime Rate Loans; (iii) may be repaid and reborrowed in accordance with the provisions hereof; and (iv) shall not be made (and shall not be required to be made) by the Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the Closing Date date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (w) the Aggregate Exposure to exceed the Total Revolving Loan Commitment at such time, (x) the Aggregate Canadian Borrower Exposure to exceed $275,000,000, (y) the Aggregate Canadian Dollar Denominated Exposure to exceed $275,000,000 or (z) the Aggregate Swingline Exposure to exceed the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(d), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the Required Lenders or (B) of the waiver of such Default or Event of Default by the Required Lenders. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans of any Borrower shall be funded with one or more Borrowings by the applicable Borrower of Revolving Loans by such Borrower (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the termination thereof Revolving Loan Commitments pursuant to the last paragraph of Section 4.02(a))11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Once repaid or prepaid, Term B-2 Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be reborrowedmade on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code or a Canadian Insolvency Law with respect to the Borrowers), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (f) Except to the extent set forth in Section 3.04(g) and 5.02(a)(ii), if the maturity date shall have occurred in respect of any tranche of Revolving Loan Commitments at a time when another tranche or tranches of Revolving Loan Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such maturity date); provided, however, that unless an Event of Default then exists, if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 3.04), there shall exist sufficient unutilized Extended Revolving Commitments so that the respective outstanding Swingline Loans could be incurred pursuant the Extended Revolving Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Commitments, and such Swingline Loans shall not be so required to be repaid in full on such earliest maturity date.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a an Initial Term B-1 Loan Commitment severally agrees to make a an Initial Term B-1 Loan or Initial Term B-1 Loans to the Borrower, which Initial Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, ; provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaidrepaid, Initial Term B-1 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a an Incremental Term B-2 Loan Commitment from time to time severally agrees to make a term loans (each, an “Incremental Term B-2 Loan or Loan” and, collectively, the “Incremental Term B-2 Loans Loans”) to the Borrower, which Incremental Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall shall, except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, ; provided that except all Incremental Term Loans of a given Tranche made as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising part of the same Borrowing shall at all times be consist of Incremental Term Loans of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term B-2 Loan Commitment of such Incremental Term Loan Lender on the Closing Date for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(a4.02(b)). Once repaid or prepaidrepaid, Incremental Term B-2 Loans may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment Bank severally agrees to make a Term B-1 Loan make, at any time and from time to time on or Term B-1 Loans after the Effective Date and prior to the BorrowerFinal Maturity Date, a loan or loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to one or more Borrowers, which Term B-1 Loans Revolving Loans: (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the requesting Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of either Base Rate Term Loans or LIBO Rate Term Eurocurrency Loans, provided that except all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided in Section 2.10(b)herein, all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type; (ii) may be in Dollars or Eurocurrencies, at the option of the requesting Borrower; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) of any Bank at any time outstanding shall be made by each not have an aggregate Original Dollar Amount which, when added to the product of (x) such Lender in that Bank's Percentage and (y) the sum of (I) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which does not exceed are repaid with the Term B-1 proceeds of, and simultaneously with the respective incurrence of, the Revolving Loans then being incurred) then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Loans then being incurred) at such time exceeds the Revolving Loan Commitment of such Lender on the Closing Date Bank (before after giving effect to any simultaneous reinstatement in the termination thereof Revolving Loan Commitment of such Bank on such date pursuant to Section 4.02(a1.01(d)(i)) at such time). Once ; and (v) for all Banks at any time outstanding shall not have an aggregate Original Dollar Amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid or prepaidwith the proceeds of, Term B-1 and simultaneously with the incurrence of, the Revolving Loans may not be reborrowedthen being incurred) at such time, (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Revolving Loans then being incurred) then outstanding and (III) the aggregate principal amount of all Bid Loans (exclusive of Bid Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Revolving Loans then being incurred) then outstanding, exceeds the Total Revolving Loan Commitment (after giving effect to any simultaneous increase in the Total Revolving Loan Commitment on such date pursuant to Section 1.01(d)(i)) at such time. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment severally ABN AMRO in its individual capacity agrees to make a Term B-2 Loan make, at any time and from time to time on or Term B-2 Loans after the Effective Date and prior to the BorrowerSwingline Expiry Date, a loan or loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Company, which Term B-2 Swingline Loans (i) shall be incurred made and maintained in Dollars as Base Rate Loans or at a fixed rate (for a period not to exceed 30 days) as quoted by ABN AMRO and acceptable to the Borrower pursuant to a single drawing on the Closing DateCompany (each an "Offered Rate Loan"), (ii) shall may be denominated repaid and reborrowed in U.S. Dollarsaccordance with the provisions hereof, (iii) shall except as hereinafter providednot exceed in aggregate principal amount at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding, (II) the aggregate principal amount of all Bid Loans outstanding at such time (exclusive of Bid Loans which are repaid with the option proceeds of, and simultaneously with the respective incurrence of, the Swingline Loan then being incurred) and (III) the aggregate amount of all Letter of Credit Outstandings at such time (exclusive of Unpaid Drawings which are repaid with the Borrowerproceeds of, be incurred and maintained assimultaneously with the incurrence of, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(bthe Swingline Loan then being incurred), all Term B-2 Loans comprising equals the same Borrowing shall Total Revolving Loan Commitment (after giving effect to any simultaneous reinstatement in the Total Revolving Loan Commitment on such date pursuant to Section 1.01(d)(i)) at all times be of the same Type, such time and (iv) shall not exceed when added to the "Swingline Loans" outstanding under the Other Credit Agreement, the Maximum Swingline Amount. ABN AMRO will not make a Swingline Loan after it has received written notice from the Required Banks stating that a Default exists and specifically requesting that ABN AMRO not make any Swingline Loans, provided that ABN AMRO may continue making Swingline Loans at such time thereafter as the Default in question has been cured or waived in accordance with the requirements of this Agreement or the Required Banks have withdrawn the written notice described above in this sentence. In addition, ABN AMRO shall not be obligated to make any Swingline Loan at a time when a Bank Default exists unless ABN AMRO shall have entered into arrangements satisfactory to it and the Company to eliminate ABN AMRO's risk with respect to the Bank which is the subject of such Bank Default, including by cash collateralizing such Bank's Percentage of the outstanding Swingline Loans. (c) On any Business Day, ABN AMRO may, in its sole discretion, give written notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date immediately succeeding Business Day by all Banks (before without giving effect to any reductions of the termination thereof Commitments pursuant to the last paragraph of Section 4.02(a))9) pro rata based on each such Bank's Percentage, and the proceeds thereof shall be applied directly to ABN AMRO to repay ABN AMRO for such outstanding Swingline Loans. Once repaid or prepaid, Term B-2 Each Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by ABN AMRO notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) any condition specified in Section 5 may not then be reborrowedsatisfied, (iii) the existence of any Default, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Company), then each Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Company on or after such date and prior to such purchase from ABN AMRO (without recourse or warranty) such participations in the outstanding Swingline Loans as shall be necessary to cause the Banks to share in such Swingline Loans ratably based upon their respective Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of ABN AMRO until the date the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date, (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay ABN AMRO interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans for each day thereafter and (z) each Bank that so purchases a participation in a Swingline Loan shall thereafter be entitled to receive its pro rata share of each payment of principal received on such Swingline Loan; provided further that no Bank shall be obligated to acquire a participation in a Swingline Loan if a Default shall have occurred and be continuing at the time such Swingline Loan was made and ABN AMRO had received written notice from the Required Banks in accordance with Section 1.01(b) above prior to advancing such Swingline Loan. (i) The Company may from time to time request any Bank to agree, or to arrange for a Local Affiliate of such Bank to agree, to provide a Local Currency Commitment to any Subsidiary Borrower or to the Company (i) with respect to any currency which the Company has previously requested be designated an Eurocurrency and which request the Banks denied or (ii) if it is beneficial to the Company or such Subsidiary Borrower to avoid withholding tax to borrow Loans directly from a Bank (or a Local Affiliate of a Bank) in a foreign country, provided, that the sum of the aggregate amount of Local Currency Commitments in effect at any one time plus the aggregate amount of "Local Currency Commitments" in effect under the Other Credit Agreement at any one time may not exceed $250,000,000. If a Bank is willing, in its sole discretion, to provide such a Local Currency Commitment, or is willing, in its sole discretion, to arrange to have a Local Affiliate of such Bank provide such a Local Currency Commitment, then such Bank and such Subsidiary Borrower or the Company, as applicable, shall execute and deliver to the Administrative Agent a Local Currency Addendum, or, if such Bank has arranged to have such Local Affiliate provide such a Local Currency Commitment, such Local Affiliate, such Bank and such Subsidiary Borrower or the Company, as applicable, shall execute and deliver to the Administrative Agent a Local Currency Designation and Assignment Agreement. Such Local Currency Commitment shall be designated in Dollars. A Bank's Revolving Loan Commitment shall be automatically reduced to the extent that such Bank or any Local Affiliate of such Bank has from time to time in effect any Local Currency Commitment and such Bank's Revolving Loan Commitment shall be automatically reinstated to the extent that any such Local Currency Commitment expires or is terminated either in whole or in part, unless at the time of such expiration or termination the Revolving Loan Commitments of all Banks have terminated (in which case such Bank's Revolving Loan Commitment shall not be reinstated to any extent), by (i) 100% of such Local Currency Commitment, if there has been no reduction in the Total Revolving Loan Commitment from the date such Local Currency Commitment went into effect or (ii) such lesser percentage of such Local Currency Commitment that equals the quotient (expressed as a percentage) obtained by dividing the Total Revolving Loan Commitment as in effect on such day by the Total Revolving Loan Commitment as in effect on the day such Local Currency Commitment went into effect, if there has been a reduction in the Total Revolving Loan Commitment from the date such Local Currency Commitment went into effect. The Bank providing (whether directly or through its Local Affiliate) such Local Currency Commitment and the relevant Subsidiary Borrower or the Company, as applicable, shall provide the Administrative Agent five Business Days prior notice of any change in the amount of any Bank's Local Currency Commitment. Promptly upon receipt of such Notice, the Administrative Agent shall calculate the amount of such Bank's Revolving Loan Commitment after giving effect to such change. Upon its receipt of such notice, the Administrative Agent will notify the Company and the Banks of such change. The Company may on five Business Days' written notice to the Administrative Agent terminate in whole or in part any Local Currency Commitment from time to time provided that after giving effect to such termination, the Original Dollar Amount of all Local Currency Loans outstanding under such Local Currency Commitment shall not exceed such Local Currency Commitment as so reduced. (ii) Subject to and upon the terms and conditions set forth herein and in or pursuant to the applicable Local Currency Documentation, each Bank with a Local Currency Commitment and each Local Affiliate with a Local Currency Commitment severally agrees to make, at any time and from time to time on or after the Effective Date and prior to the Final Maturity Date (or such shorter period as may be specified in or pursuant to the applicable Local Currency Documentation), a loan or loans (each, a "Local Currency Loan" and, collectively, the "Local Currency Loans") to one or more Subsidiary Borrowers or the Company, as applicable, specified in the applicable Local Currency Documentation, which Local Currency Loans (A) shall not have an Original Dollar Amount exceeding the Local Currency Commitment specified in the applicable Local Currency Documentation, (B) may be repaid and reborrowed in accordance with the provisions hereof and of the applicable Local Currency Documentation, and (C) shall not have an Original Dollar Amount exceeding for all Banks and all such Local Affiliates at any time outstanding the Total Local Currency Commitment at such time. (iii) Each Local Currency Loan shall mature on such date, on or prior to the Final Maturity Date, as the applicable Borrower and Bank or such Bank's Local Affiliate shall agree prior to the making of such Local Currency Loan in or pursuant to the applicable Local Currency Documentation. Upon reaching agreement as to interest rate and maturity, unless any applicable condition specified in Section 5.02 hereof has not been satisfied, on the date agreed the applicable Bank or its Local Affiliate shall make the proceeds of such Local Currency Loan available to the relevant Borrower as provided in the applicable Local Currency Documentation. No Local Currency Documentation may waive, alter or modify any rights of the Administrative Agent or the other Banks under this Agreement, including, without limitation, the rights of the Banks under Section 9 hereof. (iv) Each Local Currency Designation and Assignment Agreement shall provide that the Bank executing such Local Currency Designation and Assignment Agreement is empowered to act as the applicable Local Affiliate's agent, with full power and authority to act on behalf of such Local Affiliate with respect to the transactions contemplated by this Agreement. Accordingly, each other Bank, the Administrative Agent, each Borrower and each Subsidiary Guarantor shall be conclusively entitled to rely on any actions taken by such Bank and any notice given by the Administrative Agent or any Borrower or Subsidiary Guarantor to such Bank shall be deemed to also have been delivered to such Local Affiliate. With regard to any matters relating to calculating a Bank's "Percentage" or the "Required Banks" or the unanimous vote of the Banks, any Local Currency Commitment and any outstanding Local Currency Loans provided by a Local Affiliate of a Bank shall be deemed to be Local Currency Commitments and Local Currency Loans, as applicable, of such Bank. Accordingly, a Local Affiliate shall not have the right to vote as a Bank hereunder but shall otherwise be entitled to the same rights and benefits hereunder as the Banks are entitled.

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each Lender with a B-1 Term B-1 Loan Commitment severally agrees to make make, at par and any time and from time to time on or after the Initial Borrowing Date and on or prior to the Merger Closing Date, a term loan or term loans (each, together with any term loan resulting from the B-1 Conversion, a “B-1 Term Loan” and, collectively, the “B-1 Loan or Term B-1 Loans Loans”) to the Borrower, which B-1 Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (iix) shall be denominated in U.S. Dollars, (iiiy) shall except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all B-1 Term B-1 Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) all B-1 Term Loans made on the Initial Borrowing Date shall be incurred as Base Rate Loans, and (ivz) shall not be made by each such Lender in that aggregate principal amount which does not exceed incurred on any date occurring prior to the Term B-1 Loan Commitment of such Lender on the Merger Closing Date (before if, after giving effect to the termination thereof making of the respective B-1 Term Loans and the related reductions to the Total B-1 Term Loan Commitment pursuant to Section 4.02(a4.03(b)(x)), the B-1 Blocked Amount would exceed the then remaining Total B-1 Term Loan Commitment. On the Initial Borrowing Date, the Borrower shall be required to borrow $100,000,000 of B-1 Term Loans, but may borrow such larger principal amount as is permitted hereunder. Once repaid or prepaidrepaid, B-1 Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans to the Borrower, which Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-2 Loans may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Existing A Term B-1 Loan Commitment Bank severally agrees to make a continue, on the Third Restatement Effective Date, the Existing A Term B-1 Loans made by such Existing A Term Loan or Term B-1 Loans Bank to the Borrower, which Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing the Second Amended and Restated Credit Agreement and outstanding on the Closing DateThird Restatement Effective Date (immediately prior to giving effect thereto) (such Existing A Term Loans continued as provided above, the "A Term Loans"), which A Term Loans: (iii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter hereafter provided, shall, at the option of the Borrower, be incurred continued and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all A Term B-1 Loans comprising made as part of the same Borrowing shall at all times be consist of A Term Loans of the same Type, and ; and (ivii) shall be not exceed for any Existing A Term Loan Bank, in initial principal amount, that amount which equals the aggregate outstanding principal amount of the Existing A Term Loans, if any, made by each such Lender in that aggregate principal amount which does not exceed the Existing A Term B-1 Loan Commitment of such Lender Bank and outstanding on the Closing Third Restatement Effective Date (before immediately prior to giving effect to the termination thereof pursuant to Section 4.02(a))thereto) as set forth on Schedule I hereto. Once repaid or prepaidrepaid, A Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Existing B Term B-2 Loan Commitment Bank severally agrees to make a continue, on the Third Restatement Effective Date, the Existing B Term B-2 Loans made by such Existing B Term Loan or Term B-2 Loans Bank to the Borrower, which Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing the Second Amended and Restated Credit Agreement and outstanding on the Closing DateThird Restatement Effective Date (immediately prior to giving effect thereto) (such Existing B Term Loans continued as provided above, the "B Term Loans"), which B Term Loans: (iii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter hereafter provided, shall, at the option of the Borrower, be incurred continued and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all B Term B-2 Loans made as part of the same Borrowing shall at all times consist of B Term Loans of the same Type; and (ii) shall not exceed for any Existing B Term Loan Bank, in initial principal amount, that amount which equals the aggregate outstanding principal amount of the Existing B Term Loans, if any, made by such Existing B Term Loan Bank and outstanding on the Third Restatement Effective Date (immediately prior to giving effect thereto) as set forth on Schedule I hereto. Once repaid, B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a C Term Loan Commitment severally agrees to make, on the Third Restatement Effective Date, a term loan (each, a "C Term Loan" and, collectively, the "C Term Loans") to the Borrower, which C Term Loans (i) except as hereafter provided, shall, at the option of the Borrower, be continued and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) except as otherwise specifically provided in Section 1.10(b), all C Term Loans made as part of the same Borrowing shall at all times consist of C Term Loans of the same Type and (y) no C Term Loans may be incurred as Eurodollar Loans prior to the Syndication Termination Date, except to the extent incurred on the Initial Eurodollar Loan Borrowing Date and then only so long as any such Eurodollar Loans have an Interest Period of one month (or such shorter period as may be acceptable to the Borrower and the Banks with outstanding C Term Loans) and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the C Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 2.03(b)). Once repaid, C Term Loans incurred hereunder may not be reborrowed. (d) Subject to and upon the terms and conditions set forth herein, each Bank with an Acquisition Loan Commitment severally agrees to make, on the Third Restatement Effective Date, a loan or loans (each, an "Acquisition Loan" and, collectively, the "Acquisition Loans") to the Borrower, which Acquisition Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that except as otherwise specifically provided in Section 1.10(b), all Acquisition Loans comprising the same Borrowing shall at all times be of the same Type and (ii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which equals the Acquisition Loan Commitment of such Bank at such time (after giving effect to any reductions thereto on or prior to such date pursuant to Section 2.03(c)(ii)). Once repaid, Acquisition Loans incurred hereunder may not be reborrowed. (e) Subject to and upon the terms and conditions set forth herein, each Bank with an A Revolving Loan Commitment severally agrees at any time and from time to time after the Third Restatement Effective Date and prior to the A Revolving Loan Maturity Date, to make a loan or loans (each, an "A Revolving Loan" and, collectively, the "A Revolving Loans") to the Borrower, which A Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that except as otherwise specifically provided in Section 1.10(b), all A Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iviii) shall be made by each such Lender in not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's A RL Percentage and (y) the aggregate amount of all A Letter of Credit Outstandings (exclusive of A Unpaid Drawings which does not exceed are repaid with the Term B-2 proceeds of, and simultaneously with the incurrence of, the respective incurrence of A Revolving Loans), equals the Available A Revolving Loan Commitment of such Lender Bank at such time. (f) Subject to and upon the terms and conditions set forth herein, each Bank with a B Revolving Loan Commitment severally agrees at any time and from time to time on and after the Third Restatement Effective Date and prior to the B Revolving Loan Maturity Date, to make a loan or loans (each, a "B Revolving Loan" and, collectively, the "B Revolving Loans") to the Borrower, which B Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 1.10(b), all B Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (y) no B Revolving Loans may be incurred as Eurodollar Loans prior to the Syndication Termination Date, except that Eurodollar Loans may be incurred on the Closing Initial Eurodollar Loan Borrowing Date so long as any Eurodollar Loans incurred on such date have an Interest Period equal to one month (before giving effect or such shorter period as may be acceptable to the termination thereof pursuant Borrower and the Banks with a B Revolving Loan Commitment), (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to Section 4.02(athe product of (x) such Bank's B RL Percentage and (y) the aggregate amount of all B Letter of Credit Outstandings (exclusive of B Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of B Revolving Loans)). Once repaid or prepaid, Term B-2 Loans may not be reborrowedequals the B Revolving Loan Commitment of such Bank at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a an Initial Term B-1 Loan Commitment severally agrees to make a an Initial Term B-1 Loan or Initial Term B-1 Loans to the Borrower, which Initial Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a4.02(d)). Once repaid or prepaidrepaid, Initial Term B-1 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment severally agrees to make make, at any time and from time to time on or after the Closing Date and prior to the Revolving Loan Maturity Date, a Term B-2 Loan revolving loan or Term B-2 Loans revolving loans (each, a “Revolving Loan”) to the Borrower, which Term B-2 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iiiii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by each such any Lender in that aggregate principal amount which does not exceed any instance where the Term B-2 Loan Commitment of such Lender on the Closing Date incurrence thereof (before after giving effect to the termination use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the RL Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender if the making of same would cause the RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Revolving Loan Commitment as then in effect. (c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Closing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) if the making of same would cause the RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Revolving Loan Commitment as then in effect and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(c), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05) in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory RL Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s RL Percentage and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory RL Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory RL Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory RL Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory RL Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory RL Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory RL Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (e) If the Revolving Loan Maturity Date shall have occurred at a time when Revolving Loan Commitments extended pursuant to Section 4.02(a2.14(b) (such Commitments, the “Extended Revolving Loan Commitments”) are in effect, then on the Revolving Loan Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Revolving Loan Maturity Date); provided that, if on the occurrence of the Revolving Loan Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocations of Letter of Credit participations as contemplated in Section 3.07). Once repaid or prepaid, Term B-2 there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the respective outstanding Swingline Loans may could be incurred pursuant to the Extended Revolving Loan Commitments, which will remain in effect after the occurrence of the Revolving Loan Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the Extended Revolving Loan Commitments and such Swingline Loans shall not be reborrowedso required to be repaid in full on the Revolving Loan Maturity Date.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make make, at any time and from time to time on or after the Closing Date and prior to the Revolving Loan Maturity Date, a Term B-1 Loan revolving loan or Term B-1 Loans revolving loans (each, a “Revolving Loan”) to the Borrower, which Term B-1 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iiiii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by each such any Lender in that aggregate principal amount which does not exceed any instance where the Term B-1 Loan Commitment of such Lender on the Closing Date incurrence thereof (before after giving effect to the termination use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may this Agreement) would cause the RL Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be reborrowedmade (and shall not be required to be made) by any Lender if the making of same would cause the RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Revolving Loan Commitment as then in effect. (b) Subject to and upon the terms and conditions set forth herein, each the Swingline Lender with a Term B-2 Loan Commitment severally agrees to make make, at any time and from time to time on or after the Closing Date and prior to the Swingline Expiry Date, a Term B-2 Loan revolving loan or Term B-2 Loans revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Term B-2 Swingline Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Dateand maintained as Base Rate Loans, (ii) shall be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall except not be made (and shall not be required to be made) if the making of same would cause the RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Revolving Loan Commitment as hereinafter providedthen in effect and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), at the option of Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be incurred and maintained as, and/or converted into, funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 in which case one or more Borrowings of Revolving Loans constituting Base Rate Term Loans or LIBO Rate Term Loans(each such Borrowing, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iva “Mandatory RL Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s RL Percentage and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory RL Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory RL Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory RL Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that aggregate any Mandatory RL Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory RL Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which does not exceed the Term B-2 Mandatory RL Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) If the Revolving Loan Commitment Maturity Date shall have occurred at a time when Revolving Loan Commitments extended pursuant to Section 2.14 (such Commitments, the “Extended Revolving Loan Commitments”) are in effect, then on the Revolving Loan Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Lender Revolving Loan Maturity Date); provided that, if on the Closing occurrence of the Revolving Loan Maturity Date (before after giving effect to any repayments of Revolving Loans and any reallocations of Letter of Credit participations as contemplated in Section 3.07), there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the termination thereof respective outstanding Swingline Loans could be incurred pursuant to Section 4.02(a)). Once repaid or prepaidthe Extended Revolving Loan Commitments, Term B-2 which will remain in effect after the occurrence of the Revolving Loan Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans may and same shall be deemed to have been incurred solely pursuant to the Extended Revolving Loan Commitments and such Swingline Loans shall not be reborrowedso required to be repaid in full on the Revolving Loan Maturity Date.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a an Initial Term B-1 Loan Commitment severally agrees to make a an Initial Term B-1 Loan or Term B-1 Loans to the Borrower, which Initial Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollarsshall, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Benchmark Term Loans, ; provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iviii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaidrepaid, Initial Term B-1 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a an Incremental Term B-2 Loan Commitment from time to time severally agrees to make a term loans (each, an “Incremental Term B-2 Loan or Loan” and, collectively, the “Incremental Term B-2 Loans Loans”) to the Borrower, which Incremental Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall shall, except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Benchmark Term Loans, ; provided that except all Incremental Term Loans of a given Tranche made as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising part of the same Borrowing shall at all times be consist of Incremental Term Loans of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term B-2 Loan Commitment of such Incremental Term Loan Lender on the Closing Date for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(a4.02(b)). Once repaid or prepaidrepaid, Incremental Term B-2 Loans may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein and in Amendment No. 2, each Rollover Original Term Lender severally agrees to exchange its Exchanged Original Term Loans for a like principal amount of Term B Loans on the Amendment No. 2

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make loans (each such loan, a Term B-1 Loan or Term B-1 Loans "Revolving Loan") to the Borrower, which Term B-1 Loans Borrower from -------------- time to time on any Business Day during the Availability Period in an aggregate principal amount that will not result in (i) shall be incurred by the Borrower pursuant such Lender's Revolving Credit Exposure (after giving effect to a single drawing on the Closing Date, such Revolving Loans) exceeding such Lender's Commitment or (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option sum of the Borrower, be incurred Revolving Credit Exposures of all Lenders exceeding the total Commitments. Within the foregoing limits and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect subject to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaidterms and conditions set forth herein, Term B-1 Loans the Borrower may not be reborrowedborrow, prepay and reborrow Revolving Loans. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a agrees, so long as no Default or Event of Default has occurred and is continuing, to consolidate on the Term B-2 Loan Commitment severally agrees Conversion Date all of such Lender's Revolving Loans that are outstanding on the Term Loan Conversion Date (after giving effect to make a Term B-2 Loan any payment or Term B-2 prepayment of such Loans to the Borrower, which Term B-2 Loans (i) shall be incurred made by the Borrower pursuant to on such date) into a single drawing on the Closing Date, loan (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender loan, a "Term Loan") in that an amount not --------- to exceed the aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a))Revolving Loans. Once Revolving Loans that are consolidated into a Term Loan shall be deemed paid. Term Loans which are repaid or prepaid, Term B-2 Loans prepaid may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a B Term B-1 Loan Commitment severally agrees to make a B Term B-1 Loan or B Term B-1 Loans to the U.S. Borrower, which B Term B-1 Loans (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all B Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, B Term Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding C Term Loans and Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date), and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the B Term B-1 Loan Commitment of such Lender on the Closing Initial Borrowing Date (before giving effect to the termination thereof pursuant to Section 4.02(a4.03(a)). Once repaid or prepaidrepaid, B Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a C Term B-2 Loan Commitment severally agrees to make a C Term B-2 Loan or C Term B-2 Loans to the Canadian Borrower, which C Term B-2 Loans (i) shall be incurred by the Canadian Borrower pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, interest thereon shall, at the option of the Canadian Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all C Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, C Term Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding B Term Loans and Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date), and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the C Term B-2 Loan Commitment of such Lender on the Closing Initial Borrowing Date (before giving effect to the termination thereof pursuant to Section 4.02(a4.03(b)). Once repaid repaid, C Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, (i) each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees to make a term loan (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the respective Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars or, if the Incremental Term Loan Borrower is the Canadian Borrower and so elects in accordance with the terms of Section 2.15, Canadian Dollars, (iii) in the case of Incremental Term Loans denominated in U.S. Dollars, shall, except as hereinafter provided, at the option of the Incremental Term Loan Borrower for such Tranche, be incurred and maintained as, and/or converted into one or prepaidmore Borrowings of Base Rate Loans or LIBO Rate Loans, provided that except as otherwise specifically provided in Section 2.10(b), all such Incremental Term B-2 Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, (iv) in the case of Incremental Term Loans denominated in Canadian Dollars, interest thereon shall, except as hereafter provided, at the option of the Canadian Borrower, be accrued at the Canadian Prime Rate or B/A Discount Rate plus the margins described in Section 2.08 and (v) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche on the respective Incremental Term Loan Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 4.03(d)). Once repaid, Incremental Term Loans may not be reborrowed. (d) Subject to and upon the terms and conditions set forth herein, each U.S. Borrower RL Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “U.S. Borrower Revolving Loan” and, collectively, the “U.S. Borrower Revolving Loans”) to the U.S. Borrower, which U.S. Borrower Revolving Loans (i) shall be denominated in U.S. Dollars, (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBO Rate Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all U.S. Borrower Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, U.S. Borrower Revolving Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding Term Loans and Canadian Borrower Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date), (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any U.S. Borrower RL Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual U.S. RL Exposure of such U.S. Borrower RL Lender to exceed the amount of its U.S. Borrower Revolving Loan Commitment at such time, and (v) shall not be made (and shall not be required to be made) by any U.S. Borrower RL Lender if the making of same would cause the Aggregate U.S. RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total U.S. Borrower Revolving Loan Commitment as then in effect. (e) Subject to and upon the terms and conditions set forth herein, each Canadian Borrower RL Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Canadian Borrower Revolving Loan” and, collectively, the “Canadian Borrower Revolving Loans” and, together with the U.S. Borrower Revolving Loans, collectively, the “Revolving Loans” and each, a “Revolving Loan”) to the Canadian Borrower, which Canadian Borrower Revolving Loans (i) shall be made and maintained in the respective Available Currency elected by the Canadian Borrower; (ii) except as hereafter provided, shall, at the option of the Canadian Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings (with the following Types of Loans specified in clauses (w) and (x) available only in the case of Canadian Borrower Revolving Loans denominated in U.S. Dollars, and the following Types of Loans specified in clauses (y) and (z) available only in the case of Canadian Borrower Revolving Loans denominated in Canadian Dollars) of (w) Base Rate Loans, (x) LIBO Rate Loans, (y) Canadian Prime Rate Loans, or (z) (i) in the case of a B/A Lender, the creation of Bankers’ Acceptances on the terms and conditions provided for herein and in Schedule 2.17 hereto or (ii) in a case of a Non-B/A Lender, the creation and purchase of completed Drafts in Canadian Dollars and the exchange of such Drafts for B/A Equivalent Notes, in each case on the terms and conditions provided for herein and in Schedule 2.17 hereto, provided that (A) except as otherwise specifically provided in Section 2.10(b), all Canadian Borrower Revolving Loans made as part of the same Borrowing shall at all times consist of Canadian Borrower Revolving Loans of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, (x) Canadian Borrower Revolving Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding Term Loans and U.S. Borrower Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date) and (y) Canadian Borrower Revolving Loans may be incurred and maintained as and/or converted into, Bankers’ Acceptance Loans only so long as such outstanding Bankers’ Acceptance Loans have a term to maturity of 30 days; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by any Canadian Borrower RL Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Canadian Borrower RL Exposure of such Canadian Borrower RL Lender to exceed the amount of its Canadian Borrower Revolving Loan Commitment at such time; and (v) shall not be made (and shall not be required to be made) by any Canadian Borrower RL Lender if the making of same would cause the Aggregate Canadian Borrower RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Canadian Borrower Revolving Loan Commitment as then in effect. (f) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the U.S. Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) if the making of same would cause the Aggregate U.S. RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total U.S. Borrower Revolving Loan Commitment as then in effect, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(f), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the U.S. Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (g) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the U.S. Borrower RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of U.S. Borrower Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of U.S. Borrower Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory U.S. RL Borrowing”) shall be made on the immediately succeeding Business Day by all U.S. Borrower RL Lenders pro rata based on each such U.S. Borrower RL Lender’s U.S. Borrower RL Percentage (determined before giving effect to any termination of the U.S. Borrower Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each U.S. Borrower RL Lender hereby irrevocably agrees to make U.S. Borrower Revolving Loans upon one Business Day’s notice pursuant to each Mandatory U.S. RL Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory U.S. RL Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory U.S. RL Borrowing, and (v) the amount of the Total U.S. Borrower Revolving Loan Commitment at such time. In the event that any Mandatory U.S. RL Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the U.S. Borrower), then each U.S. Borrower RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory U.S. RL Borrowing would otherwise have occurred, but adjusted for any payments received from the U.S. Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the U.S. Borrower RL Lenders to share in such Swingline Loans ratably based upon their respective U.S. Borrower RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any pu

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a an Initial Term B-1 Loan Commitment severally agrees to make a an Initial Term B-1 Loan or Initial Term B-1 Loans to the Borrower, which Initial Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, ; provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaidrepaid, Initial Term B-1 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a an Incremental Term B-2 Loan Commitment from time to time severally agrees to make a term loans (each, an “Incremental Term B-2 Loan or Loan” and, collectively, the “Incremental Term B-2 Loans Loans”) to the Borrower, which Incremental Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall shall, except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, ; provided that except all Incremental Term Loans of a given Tranche made as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising part of the same Borrowing shall at all times be consist of Incremental Term Loans of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term B-2 Loan Commitment of such Incremental Term Loan Lender on the Closing Date for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(a4.02(b)). Once repaid or prepaidrepaid, Incremental Term B-2 Loans may not be reborrowed. (c) Subject to and upon the terms and conditions set forth in Amendment No. 1, (i) the Additional Term B Lender agrees to make a Term B Loan to the Borrower in U.S. Dollars on the Amendment No. 1 Effective Date in an amount not to exceed the amount of its Additional Term B Loan Commitment and (ii) each Converted Initial Term Loan of each Amendment No. 1 Consenting Lender shall be converted into a Term B Loan of such Lender effective as of the Amendment No. 1 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Initial Term Loan immediately prior to such conversion. Once repaid, Term B Loans may not be reborrowed. The Term B Loans shall initially take the form of two Borrowings as follows: (x) a LIBO Rate Borrowing in the aggregate amount of $505,000,000 with an Interest Period expiring on May 2, 2017 for a LIBO Rate of 1.00% per annum for such Interest Period and (y) a LIBO Rate Borrowing in the aggregate amount of $1,740,000,000 with an Interest Period expiring on May 2, 2017 for a LIBO Rate of 1.039% per annum for such Interest Period.

The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III: (a) Subject to and upon the terms and conditions set forth herein, each Revolving Lender with a Term B-1 Loan Commitment severally agrees to make a Term B-1 Loan or Term B-1 Loans loans to the BorrowerBorrower (each, which Term B-1 Loans a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, such L▇▇▇▇▇’s Revolving Commitment and (ii) as to all Lenders, the Total Revolving Commitment at such time; provided that the Eligible Currency Loans shall be denominated made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in U.S. Dollarseach case in accordance with Section 2.13; and (b) each Term Lender severally agrees to make loans to the Borrower (each, (iiia “Term Loan”) shall except as hereinafter provided, at from time to time on any Business Day during the option period from the Closing Date through the end of the BorrowerCommitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time; provided that the Eligible Currency Loans shall be incurred made solely by the Multicurrency Lenders and maintained asthe Dollar Loans shall be made solely by the Dollar Lenders, and/or converted intoin each case in accordance with Section 2.13. Within such limits and subject to the other terms and conditions of this Agreement, one or more Borrowings of Base Rate Term the Borrower may borrow (and re-borrow) Revolving Loans or LIBO Rate under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, provided that except as otherwise specifically provided in Section 2.10(b)once repaid, all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may not be reborrowed. . Each Revolving Lender severally agrees, on the last day of the Reinvestment Period (except if the Reinvestment Period terminates as a result of clause (b) Subject to and upon or (d) of the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment severally agrees definition thereof) to make a Term B-2 Revolving Loan or Term B-2 Loans (and the Borrower hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of the Exposure Amount (less the amount on deposit in the Future Funding Reserve Account) as of the date such Revolving Loan is made (such Revolving Loan, the “Future Funding Reserve Loan”), but only to the Borrower, which Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided extent that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which its Percentage Share does not exceed its Undrawn Commitment. The Borrower shall deposit the Term B-2 Loan Commitment proceeds of such Lender Loans in the Future Funding Reserve Account such that the amounts on deposit in the Closing Date (before giving effect to Future Funding Reserve Account equal the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-2 Loans may not be reborrowedExposure Amount.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make make, at any time and from time to time on and after the Effective Date and prior to the Maturity Date, a Term B-1 Loan revolving loan or Term B-1 Loans revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Term B-1 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datemade and maintained in Dollars, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that PROVIDED that, except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall be made by each not exceed for any Lender at the time of the making of any such Lender in Revolving Loans, and after giving effect thereto, that aggregate principal amount which, when added to the sum of (I) the aggregate principal amount of all other Revolving Loans then outstanding from such Lender and (II) the product of (A) such Lender's Percentage and (B) the sum of (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which does not exceed are repaid with the Term B-1 Loan proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, the Commitment of such Lender on the Closing Date at such time, (before giving effect v) shall not exceed for all Lenders at any time outstanding that principal amount which, when added to the termination thereof pursuant to Section 4.02(a)). Once sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid or prepaidwith the proceeds of, Term B-1 and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) and (II) the aggregate principal amount of all Swingline Loans may not be reborrowed(exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, each the Swingline Lender with a Term B-2 Loan Commitment severally agrees to make make, from time to time after the Effective Date and prior to the Swingline Expiry Date, a Term B-2 Loan revolving loan or Term B-2 Loans revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Term B-2 Swingline Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datemade and maintained in Dollars, (ii) shall be denominated in U.S. Dollarsmade and maintained as Base Rate Loans, (iii) shall except as hereinafter providedmay be repaid and reborrowed in accordance with the provisions hereof, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender not exceed in that aggregate principal amount which does at any time outstanding, when combined with the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Commitment at such time and (v) shall not exceed in aggregate principal amount at any time outstanding the Term B-2 Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), the Swingline Lender (x) shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Percentage of the outstanding Swingline Loans, and (y) the Swingline Lender shall not make any Swingline Loan Commitment after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Lenders or (iii) that the Administrative Agent in good faith believes such Default or Event of Default has ceased to exist. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (PROVIDED that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the Closing Date immediately succeeding Business Day by all Lenders PRO RATA based on each Lender's Percentage (determined before giving effect to any termination of the termination thereof Commitments pursuant to the last paragraph of Section 4.02(a))10) and the proceeds thereof shall be applied directly to repay the Swingline Lender for such outstanding Swingline Loans. Once repaid or prepaid, Term B-2 Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be reborrowedmade on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10), PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth hereinherein and set forth in the Amendment No. 1,2, (x) each New Replacement Term B-21 Lender with a New Replacement Term B-1 B-21 Loan Commitment severally agrees to make a term loan or term loans (a “Term B-2to the Borrower (and together with each Converted Term B-1 Loan or established pursuant to clause (y) below, a “Replacement Term B-1 Loans Loan” and, collectively, the “Replacement Term B-21 Loans”) to the BorrowerBorrowerequal to its New Replacement Term B-1 Loan Commitment on the Amendment No. 1 Effective Date, which such Term B-22 Effective Date and (y) each Converted Term B-1 Loan of each Consenting Term B-1 Lender shall be converted into a Replacement Term B-1 Loan of such Lender effective as the Amendment No. 2 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Term B-1 Loan immediately prior to such conversion. The Replacement Term B-1 Loans (iA) shall be incurred by the Borrower pursuant to a single drawing on the Closing Amendment No. 12 Effective Date, (iiB) shall be denominated in U.S. Dollars, (iiiC) shall except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term LIBOR Loans, ; provided that except as otherwise specifically provided in Section 2.10(b2.11(b), all Replacement Term B-1 B-21 Loans comprising the same Borrowing shall at all times be of the same Type, Type and (ivD) shall shall, in the case of each Lender holding a New Replacement Term B-21 Loan Commitment, be made by each such Lender in that an aggregate principal amount which that does not exceed the New Replacement Term B-1 B-21 Loan Commitment of such New Replacement Term B-21 Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a))Amendment No. 12 Effective Date. Once repaid or repaid, prepaid, repurchased, refinanced or replaced, Replacement Term B-1 B-21 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans to the Borrower, which Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-2 Loans may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a an A Term B-1 Loan Commitment severally agrees to make make, on the Restatement Effective Date, a term loan (each, an "A Term B-1 Loan or Loan" and, collectively, the "A Term B-1 Loans Loans") to the Borrower, which A Term B-1 Loans (i) shall be incurred by made and initially maintained as a single Borrowing of Base Rate Loans (subject to the Borrower option to convert such Base Rate Loans pursuant to a single drawing on the Closing Date, Section 1.06) and (ii) shall be denominated not exceed for any Bank, in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that initial aggregate principal amount, that amount which does not exceed equals the A Term B-1 Loan Commitment of such Lender Bank on the Closing Date such date (before giving effect to the termination thereof any reductions thereto on such date pursuant to Section 4.02(a2.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 2.03(b)(ii)). Once repaid or prepaidrepaid, A Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a B Term B-2 Loan Commitment severally agrees to make make, on the Restatement Effective Date, a term loan (each, a "B Term B-2 Loan or Loan" and, collectively, the "B Term B-2 Loans Loans") to the Borrower, which B Term B-2 Loans (i) shall be incurred by made and initially maintained as a single Borrowing of Base Rate Loans (subject to the Borrower option to convert such B Term Loans pursuant to a single drawing on the Closing Date, Section 1.06) and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the B Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 2.03(c)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 2.03(c)(ii)). Once repaid, B Term Loans incurred hereunder may not be denominated in U.S. Dollarsreborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with an Acquisition Loan Commitment severally agrees to make, at any time and from time to time after the Restatement Effective Date and prior to the Acquisition Loan Termination Date, a loan or loans (iiieach an "Acquisition Loan" and, collectively, the "Acquisition Loans") shall except as hereinafter providedto the Borrower, which Acquisition Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, ; provided that (x) except as otherwise specifically provided in Section 2.10(b), 1.10(b) all Term B-2 Acquisition Loans comprising the same Borrowing shall at all times be of the same Type, Type and (ivy) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall be made by each such Lender in not exceed for any Bank at any time outstanding that aggregate principal amount which does not exceed equals the Term B-2 Acquisition Loan Commitment of such Lender on the Closing Date (before Bank at such time after giving effect to the termination thereof any reductions thereto on or prior to such date pursuant to Section 4.02(a2.03(d)(ii)). Once repaid repaid, Acquisition Loans incurred may be reborrowed prior to the Acquisition Loan Termination Date in accordance with the provisions hereof. (d) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees at any time and from time to time after the Restatement Effective Date and prior to the Revolving Loan Maturity Date, to make a loan or prepaidloans (each a "Revolving Loan" and, Term B-2 collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 1.10(b) all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date except that Eurodollar Loans may be incurred on the Initial Eurodollar Loan Borrowing Date so long as any Eurodollar Loans incurred on such date have an Interest Period equal to one month, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not be reborrowedexceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Percentage and (y) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), equals the Revolving Loan Commitment of such Bank at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Revolving Lender with a Term B-1 Loan Commitment severally agrees to make make, at any time and from time to time on or after the Closing Date and prior to the applicable Maturity Date, a Term B-1 Loan revolving loan or Term B-1 Loans revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Term B-1 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term LIBOR Loans, ; provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof (without premium or penalty) and (iv) shall be made by each not exceed for any such Revolving Lender in at any time outstanding that aggregate principal amount which, when added to the product of (x) such Revolving Lender’s Revolving Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which does not exceed are repaid with the Term B-1 proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans or Swingline Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may not be reborrowedat such time. (b) Subject to and upon the terms and conditions set forth herein, each the Swingline Lender with a Term B-2 Loan Commitment severally agrees to make make, at any time and from time to time on or after the Closing Date and prior to the applicable Maturity Date, a Term B-2 Loan revolving loan or Term B-2 Loans revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Term B-2 Swingline Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Dateand maintained as Base Rate Loans, (ii) shall be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall except as hereinafter providednot exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the option of Total Revolving Loan Commitment at such time and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices, (B) of the cure of such Default or Event of Default or (C) of the waiver of such Default or Event of Default by the Required Lenders. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Lenders that the Swingline Lender’s outstanding Swingline Loans shall be incurred and maintained as, and/or converted into, funded with one or more Borrowings of Base Rate Term Revolving Loans or LIBO Rate Term Loans, (provided that except as otherwise specifically such notice shall be deemed to have been automatically given upon the occurrence of a Specified Default or upon the exercise of any of the remedies provided in Section 2.10(b11), all Term B-2 in which case one or more Borrowings of Revolving Loans comprising the same Borrowing shall at all times be of the same Typeconstituting Base Rate Loans (each such Borrowing, and (iva “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Revolving Lenders pro rata based on each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date Revolving Lender’s Revolving Percentage (determined before giving effect to any termination of the termination thereof Revolving Loan Commitments pursuant to Section 4.02(a))11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Once repaid or prepaid, Term B-2 Each Revolving Lender hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied (or waived), (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be reborrowedmade on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under Bankruptcy Law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans ratably based upon their respective Revolving Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to Section 11); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) If the Maturity Date shall have occurred in respect of any tranche of Revolving Loan Commitments at a time when another tranche or tranches of Revolving Loan Commitments is or are in effect with a longer Maturity Date, then on the earliest occurring Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Maturity Date); provided, however, that if on the occurrence of such earliest Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 3.07), no Specified Default then exists or would result therefrom and there shall exist sufficient Unutilized Revolving Loan Commitments with a later Maturity Date or Maturity Dates so that the respective outstanding Swingline Loans could be incurred pursuant the Revolving Loan Commitments which will remain in effect after the occurrence of such Maturity Date, then, subject to the consent of the Swingline Lender, there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the relevant Revolving Loan Commitments with a later Maturity Date or Maturity Dates, and such Swingline Loans shall not be so required to be repaid in full on such earliest Maturity Date.

The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III: (a) Subject to and upon the terms and conditions set forth herein, each Revolving Lender with a Term B-1 Loan Commitment severally agrees to make a Term B-1 Loan or Term B-1 Loans loans to the BorrowerBorrower (each, which Term B-1 Loans a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, such ▇▇▇▇▇▇’s Revolving Commitment and (ii) shall as to all Lenders, the Total Revolving Commitment at such time; (b) each Term Lender severally agrees to make term loans to the Borrower (each, a “Term Loan”) from time to time on any Business Day during the period from the Closing Date until the Term Commitment Termination Date (if applicable), in each case in an aggregate initial principal amount for all such made (and to be denominated in U.S. Dollars, (iiimade) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time; (c) within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, provided that except as otherwise specifically provided in Section 2.10(b)once repaid, all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may not be reborrowed.; and (bd) Subject within such limits and subject to and upon the other terms and conditions set forth hereinof this Agreement, each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans to the Borrower, which Term B-2 Loans (i) Borrower shall be incurred by the Borrower pursuant permitted to a single drawing on the Closing Date, (ii) shall be denominated borrow Term Loans in U.S. Dollars, (iii) shall except as hereinafter provided, at the option advance of the Borrower, be incurred and maintained as, and/or converted into, settlement of the purchase of one or more Borrowings of Base Rate Term additional Collateral Loans or LIBO Rate distributions to the Parent. The proceeds of any such Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) Loan borrowings shall be made by each retained in the Collection Account as Principal Proceeds pending such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid purchase or prepaid, Term B-2 Loans may distribution and will not be reborrowedapplied to any other purpose.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a an Initial Term B-1 Loan Commitment severally agrees to make a an Initial Term B-1 Loan or Term B-1 Loans to the Borrower, which Initial Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollarsshall, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, ; provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iviii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaidrepaid, Initial Term B-1 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a an Incremental Term B-2 Loan Commitment from time to time severally agrees to make a term loans (each, an “Incremental Term B-2 Loan or Loan” and, collectively, the “Incremental Term B-2 Loans Loans”) to the Borrower, which Incremental Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall shall, except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, ; provided that except all Incremental Term Loans of a given Tranche made as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising part of the same Borrowing shall at all times be consist of Incremental Term Loans of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term B-2 Loan Commitment of such Incremental Term Loan Lender on the Closing Date for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(a4.02(b)). Once repaid or prepaidrepaid, Incremental Term B-2 Loans may not be reborrowed. (c) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment to make any such Loan to the extent not so made by such branch or Affiliate.

The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Lender Bank with a Tranche A Term B-1 Loan Commitment ("Tranche A Term Loan Banks") severally agrees to make on the Effective Date a --------------------------- term loan (each such term loan, a "Tranche A Term B-1 Loan or Loan" and, collectively, the ------------------- "Tranche A Term B-1 Loans Loans") to the Borrower, which Tranche A Term B-1 Loans (i) shall be incurred by the Borrower pursuant to --------------------- made and initially maintained as a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans or LIBO Rate Term Loanspursuant to Section 1.06); provided that, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all -------- Tranche A Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (ivii) shall be made by equal for each such Lender Bank, in that initial aggregate principal amount, an amount which does not exceed equals the Tranche A Term B-1 Loan Commitment of such Lender Bank on the Closing Effective Date (before giving effect to the termination thereof any reductions thereto on such date pursuant to Section 4.02(a3.03(a)). Once repaid or prepaidrepaid, Tranche A Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a Tranche B Term B-2 Loan Commitment ("Tranche B Term Loan Banks") ------------------------- severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term B-2 Loan or Loan" and, collectively, the "Tranche B Term B-2 Loans Loans") to the ------------------- -------------------- Borrower, which Tranche B Term B-2 Loans (i) shall be incurred by the Borrower pursuant to made and initially maintained as a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans or LIBO Rate Term Loanspursuant to Section 1.06); provided that, provided that except as -------- otherwise specifically provided in Section 2.10(b1.10(b), all Tranche B Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (ivii) shall be made by equal for each such Lender Bank, in that initial aggregate principal amount, an amount which does not exceed equals the Tranche B Term B-2 Loan Commitment of such Lender Bank on the Closing Effective Date (before giving effect to the termination thereof any reductions thereto on such date pursuant to Section 4.02(a3.03(b)). Once repaid or prepaidrepaid, Tranche B Term B-2 Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally -------------------- agrees, at any time and from time to time on and after the Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the -------------- --------------- Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that (A) except as otherwise -------- specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no Revolving Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 60th day after the Effective Date or (2) the Syndication Date, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time the Total Revolving Loan Commitment then in effect. (d) Subject to and upon the terms and conditions herein set forth, BTCo agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which -------------- --------------- Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (e) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided -------- that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately ------------------- succeeding Business Day by all Revolving Loan Banks pro rata based on each --- ---- Bank's Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks to share in such Swingline Loans ratably based upon their respective Percentages; provided that all interest payable on the -------- Swingline Loans shall be for the account of BTCo until the date the respective assignments is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make a term loan (each, a “Term B-1 Loan or Loan” and, collectively, the “Term B-1 Loans Loans”) to the Borrower, which Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, shall at the option of the Borrower, Borrower be incurred and maintained as, and/or or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-1 Loan Commitment of such Lender on the Closing Initial Borrowing Date (before giving effect to the termination thereof pursuant to Section 4.02(a4.02(b)). Once repaid or prepaidrepaid, Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Revolving Loan Commitment severally agrees to make make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Maturity Date, a Term B-2 Loan revolving loan or Term B-2 Loans revolving loans (each, a “Revolving Loan” and collectively, the “Revolving Loans”) to the Borrower, which Term B-2 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, ; provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-2 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall be made by each not exceed for any such Lender in at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which does not exceed are repaid with the Term B-2 proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time. (c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time (together, the “Revolver Outstandings”), an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (A) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RL Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s (or Defaulting Lenders’) participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s (or Defaulting Lenders’) RL Percentage of the outstanding Swingline Loans, and (B) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists until such time as the Swingline Lender shall have received written notice (1) of rescission of all such notices from the party or parties originally delivering such notice or notices or (2) of the waiver of such Default or Event of Default by the Required Lenders, or cure. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the Closing Date immediately succeeding Business Day by all RL Lenders pro rata, based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the termination thereof Revolving Loan Commitments pursuant to the last paragraph of Section 4.02(a10)), and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Once repaid or prepaid, Term B-2 Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be reborrowedmade on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date, and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a an A Term B-1 Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a term loan (each, an "A Term B-1 Loan or Loan" and, collectively, the "A Term B-1 Loans Loans") to the Borrower, which A Term B-1 Loans (i) shall be incurred by made and initially maintained as a single Borrowing of Base Rate Loans (subject to the Borrower option to convert such Base Rate Loans pursuant to a single drawing on the Closing Date, Section 1.06) and (ii) shall be denominated not exceed for any Bank, in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that initial aggregate principal amount, that amount which does not exceed equals the A Term B-1 Loan Commitment of such Lender Bank on the Closing Date such date (before giving effect to the termination thereof any reductions thereto on such date pursuant to Section 4.02(a3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid or prepaidrepaid, A Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a B Term B-2 Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a term loan (each, a "B Term B-2 Loan or Loan" and, collectively, the "B Term B-2 Loans Loans") to the Borrower, which B Term B-2 Loans (i) shall be incurred by made and initially maintained as a single Borrowing of Base Rate Loans (subject to the Borrower option to convert such Base Rate Loans pursuant to a single drawing on the Closing Date, Section 1.06) and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the B Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(ii)). Once repaid, B Term Loans incurred hereunder may not be denominated in U.S. Dollarsreborrowed. 9 (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Capital Expenditure Loan Commitment severally agrees to make, at any time and from time to time after the Initial Borrowing Date and prior to the Capital Expenditure Loan Conversion Date, a loan or loans (iiieach, a "Capital Expenditure Loan" and, collectively, the "Capital Expenditure Loans") shall except as hereinafter providedto the Borrower, which Capital Expenditure Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, ; provided that (x) except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-2 Capital Expenditure Loans comprising the same Borrowing shall at all times be of the same Type, Type and (ivy) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall be made by each such Lender in not exceed for any Bank at any time outstanding that aggregate principal amount which does not exceed equals the Term B-2 Available Capital Expenditure Loan Commitment of such Lender on the Closing Date Bank at such time (before giving effect to the termination thereof any reductions thereto on such date pursuant to Section 4.02(a3.03(d)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(d)(ii)). Once repaid repaid, Capital Expenditure Loans incurred may be reborrowed prior to the Capital Expenditure Loan Conversion Date in accordance with the provisions hereof. (d) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees at any time and from time to time after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a loan or prepaidloans (each, Term B-2 a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Percentage and (y) the sum of the aggregate amount of (I) all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Available Revolving Loan Commitment of such Bank at such time. (e) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a loan or loans (each a "Swingline Loan," and collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be reborrowed.made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) the amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Available Revolving Loan Commitment at such (f) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day from all Banks with a Revolving Loan Commitment (without giving effect to any terminations and/or reductions thereto pursuant to the last paragraph of Section 10) pro rata on the basis of their respective Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 5 or 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment or the Total Available Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Percentages (determined before

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a an Initial Term B-1 Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a term loan or term loans (each, an “Initial Term B-1 Loan or Loan” and, collectively, the “Initial Term B-1 Loans Loans”) to the Borrower, which Initial Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that that, (A) except as otherwise specifically provided in Section 2.10(b), all Initial Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (ivB) unless the Administrative Agent otherwise has agreed or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of Initial Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made within five Business Days after the Initial Borrowing Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a))Initial Borrowing Date. Once repaid or prepaidrepaid, Initial Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Revolving Loan Commitment severally agrees to make make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a Term B-2 Loan revolving loan or Term B-2 Loans revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Term B-2 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that that, except as otherwise specifically provided in Section 2.10(b), all Term B-2 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, and (v) shall not exceed for all such Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees to make a term loan or term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing of such Tranche on the respective Incremental Term Loan Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 2.10(b), all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term B-2 Loan Commitment of such Incremental Term Loan Lender for such Tranche on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a))respective Incremental Term Loan Borrowing Date. Once repaid or prepaidrepaid, Incremental Term B-2 Loans incurred hereunder may not be reborrowed. (d) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(d), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RL Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Borrower Tranche A Term B-1 Loan Commitment severally agrees to make make, on the Initial Borrowing Date and on the PIK Preferred Drawdown Date, a term loan or term loans (each a "U.S. Borrower Tranche A Term B-1 Loan or Loan" and, collectively, the "U.S. Borrower Tranche A Term B-1 Loans Loans") to the U.S. Borrower, which U.S. Borrower Tranche A Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datemade and maintained in Dollars, (ii) shall be denominated shall, in the case of U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Borrower Tranche A Term Loans or LIBO Rate Term Loansmade on the Initial Borrowing Date, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender with a U.S. Borrower Tranche A Term Loan Commitment in that aggregate principal amount which does not exceed as is equal to the U.S. Borrower Tranche A Term B-1 Loan Commitment of such Lender on the Closing Date such date (before giving effect to the termination thereof any reductions thereto on such date pursuant to Section 4.02(a3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to 3.03(b)(iii)). Once repaid or prepaid) less such Lender's A Share of the A PIK Preferred Holdback Amount as in effect on the Initial Borrowing Date, (iii) shall, in the case of the U.S. Borrower Tranche A Term B-1 Loans may not made on the PIK Preferred Drawdown Date, be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, made by each Lender with a U.S. Borrower Tranche A Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans in an amount equal to the Borrower, which U.S. Borrower Tranche A Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender as in effect on the Closing Date such date (before giving effect to the termination thereof any reductions thereto on such date pursuant to Section 4.02(a3.03(b)(ii) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(i) and (iii)). Once repaid or prepaid, Term B-2 Loans may not be reborrowed.) and

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment Bank severally agrees agrees, (A) on the Second Restatement Effective Date, to convert an amount equal to such Bank's Percentage of all Original Loans outstanding on such date into Loans (defined below) and (B) at any time and from time to time on and after the Second Restatement Effective Date and prior to the Maturity Date, to make a Term B-1 Loan revolving loan or Term B-1 Loans revolving loans (each a "Loan" and, collectively, the "Loans") to the Borrower, which Term B-1 Loans Loans: (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, ; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iviii) shall be made by each such Lender in not exceed for any Bank at any time outstanding that aggregate principal amount which does not exceed equals the Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may not be reborrowed.Bank at such time; (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans to the Borrower, which Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in not exceed for the Banks at any time outstanding that aggregate principal amount which, when added to the aggregate principal amount of Loans outstanding, equals the amount by which does the Acquisition Basket Amount is reduced pursuant to clause (ii) of the definition thereof; and (v) shall not exceed for the Term B-2 Loan Commitment of such Lender on the Closing Date (before giving effect Banks at any time outstanding that aggregate principal amount which, when added to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaidaggregate principal amount of all Loans then outstanding plus all Letter of Credit Outstandings, Term B-2 Loans may not be reborrowedequals the Total Commitment less the Acquisition Basket Amount at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a an Initial Term B-1 Loan Commitment severally agrees to make a an Initial Term B-1 Loan or Initial Term B-1 Loans to the Borrower, which Initial Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, ; provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaidrepaid, Initial Term B-1 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a an Incremental Term B-2 Loan Commitment from time to time severally agrees to make a term loans (each, an “Incremental Term B-2 Loan or Loan” and, collectively, the “Incremental Term B-2 Loans Loans”) to the Borrower, which Incremental Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall shall, except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, ; provided that except all Incremental Term Loans of a given Tranche made as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising part of the same Borrowing shall at all times be consist of Incremental Term Loans of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term B-2 Loan Commitment of such Incremental Term Loan Lender on the Closing Date for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(a4.02(b)). Once repaid or prepaidrepaid, Incremental Term B-2 Loans may not be reborrowed. (c) Subject to and upon the terms and conditions set forth in Amendment No. 1, (i) the Additional Term B Lender agrees to make a Term B Loan to the Borrower in U.S. Dollars on the Amendment No. 1 Effective Date in an amount not to exceed the amount of its Additional Term B Loan Commitment and (ii) each Converted Initial Term Loan of each Amendment No. 1 Consenting Lender shall be converted into a Term B Loan of such Lender effective as of the Amendment No. 1 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Initial Term Loan immediately prior to such conversion. Once repaid, Term B Loans may not be reborrowed. The initial Interest Period with respect to the Term B Loans shall commence on the Amendment No. 1 Effective Date and end on April 6, 2021 and the LIBO Rate for such Interest Period shall be deemed to be 0.1185%

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make a Term B-1 Loan make, at any time and from time to time on or Term B-1 Loans after the Effective Date and prior to the BorrowerRevolving Commitment Termination Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrowers (on a joint and several basis), which Term B-1 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the respective Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term LIBOR Loans; provided, provided that that, except as otherwise specifically provided in Section 2.10(b), all Term B-1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by each such any Lender in that aggregate principal amount which does not exceed any instance where the Term B-1 Loan Commitment of such Lender on the Closing Date incurrence thereof (before after giving effect to the termination use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may this Agreement) would cause the Individual Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be reborrowedmade (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect or (B) the Aggregate Exposure to exceed the Borrowing Base at such time. (b) Subject to and upon the terms and conditions set forth herein, each the Swingline Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan make, at any time and from time to time on or Term B-2 Loans after the Effective Date and prior to the BorrowerSwingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrowers (on a joint and several basis), which Term B-2 Swingline Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall be denominated in U.S. Dollars, incurred and maintained as Base Rate Loans; (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall except as hereinafter provided, at not be made (and shall not be required to be made) by the option Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect or (B) the Aggregate Exposure to exceed the Borrowing Base at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), (1) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Company to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans (which arrangements are hereby consented to by the Lenders), including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans (such arrangements, the “Swingline Back-Stop Arrangements”) and (2) the Swingline Lender shall not make any Swingline Loan after it has received written notice from any Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the 51 #93457508v14 (c) On any Business Day, the Swingline Lender may, in its sole discretion give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be incurred and maintained as, and/or converted into, funded with one or more Borrowings of Revolving Loans (provided, that, such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Term Loans or LIBO Rate Term Loans(each such Borrowing, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iva “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date Lender’s RL Percentage (determined before giving effect to any termination of the termination thereof Revolving Loan Commitments pursuant to the last paragraph of Section 4.02(a))11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Once repaid or prepaid, Term B-2 Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Borrowing Base or the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be reborrowedmade on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from any Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11); provided, that, (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) Notwithstanding anything to the contrary in Section 2.01(a) or elsewhere in this Agreement, the Collateral Agent shall have the right to establish Reserves, subject to the proviso in the definition thereof, in such amounts, and with respect to such matters, as the Collateral Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base (which reserves shall reduce the then existing Borrowing Base in an amount equal to such reserves). (i) In the event that the Borrowers are unable to comply with the Borrowing Base limitations set forth in Section 2.01(a) or (ii) the Borrowers are unable to comply with the conditions precedent to the making of Revolving Loans set forth in Section 7, in either case, the Lenders, subject to the immediately succeeding proviso, hereby authorize the Administrative Agent, for the account of the Lenders, to make Revolving Loans to the Borrowers (on a joint and several basis), in either case 52 #93457508v14 (f) If the Initial Revolving Commitment Termination Date shall have occurred at a time when Extended Revolving Loan Commitments are in effect, then on the Initial Revolving Commitment Termination Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Initial Revolving Commitment Termination Date); provided, that, if on the occurrence of the Initial Revolving Commitment Termination Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 3.07), there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the respective outstanding Swingline Loans could be incurred pursuant the Extended Revolving Loan Commitments which will remain in effect after the occurrence of the Initial Revolving Commitment Termination Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the Extended Revolving Loan Commitments and such Swingline Loans shall not be so required to be repaid in full on the Initial Revolving Commitment Termination Date.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a an A Term B-1 Loan Commitment severally agrees to make on the Initial Borrowing Date a term loan or term loans (each an "A Term B-1 Loan or Loan" and collectively, the "A Term B-1 Loans Loans") to the Borrower, which A Term B-1 Loans shall (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or one or more Borrowings of Base Rate Eurodollar Loans having such Interest Periods as are selected by the Borrower pursuant to Section 1.09, PROVIDED that prior to the Syndication Date, A Term Loans may only be incurred and maintained as or LIBO Rate Term Loansconverted into Eurodollar Loans if the Interest Period in respect of such Eurodollar Loans is a Pre-Syndication Interest Period, provided that except as otherwise specifically provided (ii) be made and maintained in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same TypeDollars, and (iviii) shall be made by each such Lender not exceed for any Bank, in that initial aggregate principal amount, that amount which does not exceed equals the A Term B-1 Loan Commitment of such Lender on Bank at the Closing Date time of incurrence thereof (before giving effect to the termination thereof any reductions thereto on such date pursuant to Section 4.02(a3.03(b)). Once repaid or prepaidrepaid, A Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a B Term B-2 Loan Commitment severally agrees to make on the Initial Borrowing Date a term loan or term loans (each a "B Term B-2 Loan or Loan" and collectively, the "B Term B-2 Loans Loans") to the Borrower, which B Term B-2 Loans shall (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or one or more Borrowings of Base Rate Eurodollar Loans having such Interest Periods as are selected by the Borrower pursuant to Section 1.09, PROVIDED that prior to the Syndication Date, B Term Loans may only be incurred and maintained as or LIBO Rate Term Loansconverted into Eurodollar Loans if the Interest Period in respect of such Eurodollar Loans is a Pre-Syndication Interest Period, provided that except as otherwise specifically provided (ii) be made and maintained in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same TypeDollars, and (iviii) shall be made by each such Lender not exceed for any Bank, in that initial aggregate principal amount, that amount which does not exceed equals the B Term B-2 Loan Commitment of such Lender on Bank at the Closing Date time of incurrence thereof (before giving effect to the termination thereof any reductions thereto on such date pursuant to Section 4.02(a3.03(b)). Once repaid or prepaidrepaid, B Term B-2 Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein (including, on and after the initial Additional Revolving Loan Commitment Date, Section 1.14), each Bank with a Revolving Loan Commitment severally agrees to make to the Borrower at any time and from time to time on or after the Merger Date and prior to the Revolving Loan Maturity Date, a loan or loans (each a "Revolving Loan" and collectively the "Revolving Loans"), which Revolving Loans (i) shall be made and maintained in Dollars, (ii) at the option of the Borrower, shall be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, PROVIDED that prior to the Syndication Date all such Revolving Loans shall have Interest Periods which are Pre-Syndication Interest Periods, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed (immediately after giving effect to the making thereof and the use of the proceeds thereof) for any Bank that aggregate principal amount which, when added to the sum of (x) the aggregate principal amount of all other Revolving Loans made by such Bank and then outstanding and (y) the product of (A) such Bank's Revolving Percentage and (B) the sum of (1) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time and (2) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time. (A) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make at any time and from time to time after the Merger Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (w) shall be made and maintained in Dollars and as Base Rate Loans, (x) may be repaid and reborrowed in accordance with the provisions hereof, (y) shall not exceed (immediately after giving effect to any incurrence thereof and the use of the proceeds of such incurrence) in aggregate principal amount that amount which, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings at such time, equals the Total Revolving Loan Commitment then in effect (after giving effect to any changes thereto on such date), and (z) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to Defaulting Bank's or Banks' Revolving Percentage of the outstanding Swingline Loans. The Swingline Bank will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as the Swingline Bank shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks (or all of the Banks, to the extent required under Section 13.12). (B) On any Business Day the Swingline Bank may, in its sole discretion, give notice to the ▇▇ ▇▇▇▇▇ that its outstanding Swingline Loans shall be repaid with a Borrowing of Revolving Loans (PROVIDED that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all ▇▇ ▇▇▇▇▇ PRO RATA based on each RC Bank's Revolving Percentage, and the proceeds thereof shall be applied directly to repay the Swingline Bank for such outstanding Swingline Loans. Each RC Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding: (v) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (w) whether any conditions specified in Section 5.02 are then satisfied, (x) whether a Default or an Event of Default has occurred and is continuing, (y) the date of such Mandatory Borrowing and (z) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each RC Bank (other than the Swingline Bank) shall forthwith purchase from the Swingline Bank (without recourse or warranty) such assignment of or participation in the outstanding Swingline Loans as shall be necessary to cause such ▇▇ ▇▇▇▇▇ to share in such Swingline Loans ratably based upon their respective Revolving Percentages, PROVIDED that all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date the respective assignment or participation is purchased and, to the extent attributable to the purchased assignment or participation, shall be payable to the RC Bank purchasing same from and after such date of purchase.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a Term B-1 Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a term loan or term loans (each a "Term B-1 Loan or Loan" and, collectively, the "Term B-1 Loans Loans") to the Borrower, which Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, Type and (ivB) no Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 30th day after the Initial Borrowing Date and (2) that date (the "Syndication Date") upon which the Agents shall have determined in their sole discretion (and shall have notified the Borrower) that the primary syndication (and resultant addition of institutions as Banks pursuant to Section 13.04(b)) has been completed and (ii) shall be made by each such Lender in not exceed for any Bank that aggregate principal amount which does not exceed equals the Term B-1 Loan Commitment of such Lender Bank on the Closing Initial Borrowing Date (before giving effect to the termination thereof any reduction thereto on such date pursuant to Section 4.02(a3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid or prepaidrepaid, Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a Term B-2 Revolving Loan Commitment severally agrees, at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make (c) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make make, at any time and from time to time on and after the Initial Borrowing Date and prior to the Swingline Expiry Date, a Term B-2 Loan revolving loan or Term B-2 Loans revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Term B-2 Swingline Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datemade and maintained as Base Rate Loans, (ii) shall may be denominated repaid and reborrowed in U.S. Dollarsaccordance with the provisions hereof, (iii) shall except as hereinafter providednot exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the option of Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(bAdjusted Total Revolving Loan Commitment on such date), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender not exceed in that aggregate principal amount which does at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), the Swingline Bank shall not exceed make any Swingline Loan after it has received written notice from the Term B-2 Loan Commitment Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Lender on Default or Event of Default by the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-2 Loans may not be reborrowed.Required Banks or

The Commitments. (a) (i) On the Closing Date, certain Lenders made Initial Term Loans to the Borrowers, which Initial Term Loans (i) were incurred by the Borrowers pursuant to a single drawing on the Closing Date, (ii) were denominated in U.S. Dollars, (iii) were and shall be, except as hereinafter provided, at the option of the Lead Borrower, incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type. (a) Subject to and upon the terms and conditions set forth herein, and in Amendment No. 1, each Lender with a an Initial Term B-1 Loan Commitment severally agrees to make a an Initial Term B-1 Loan or Initial Term B-1 Loans to the BorrowerBorrowers, which Initial Term B-1 Loans (i) shall be incurred by the Borrower Borrowers pursuant to a single drawing on the Closing ClosingAmendment No. 1 Effective Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Lead Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial2017 Additional Term B-1 Loan Commitment of such Lender on the Closing ClosingAmendment No. 1 Effective Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaidrepaid, Initial Term B-1 Loans may not be reborrowed. All Borrowers shall be jointly and severally liable as borrowers for all Term Loans regardless of which Borrower receives the proceeds thereof. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a an Incremental Term B-2 Loan Commitment from time to time severally agrees to make a term loans (each, an “Incremental Term B-2 Loan or Loan” and, collectively, the “Incremental Term B-2 Loans Loans”) to the BorrowerBorrowers, which Incremental Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall shall, except as hereinafter provided, at the option of the Lead Borrower, be incurred and maintained as, and/or converted into, into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, ; provided that except all Incremental Term Loans of a given Tranche made as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising part of the same Borrowing shall at all times be consist of Incremental Term Loans of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term B-2 Loan Commitment of such Incremental Term Loan Lender on the Closing Date for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(a4.02(b)). Once repaid or prepaidrepaid, Incremental Term B-2 Loans may not be reborrowed.

The Commitments. (a) Subject to to, and upon the terms and conditions set forth herein, each Lender Bank with a Term B-1 Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a single term loan (each, a "Term B-1 Loan or Loan" and, collectively, the "Term B-1 Loans Loans") to the Borrower, which Term B-1 Loans Loans: (i) shall be incurred by made and initially maintained as a single Borrowing of Base Rate Loans (subject to the Borrower option to convert such Base Rate Loans pursuant to a single drawing on the Closing Date, Section 2.06); and (ii) shall be denominated not exceed for any Bank, in U.S. Dollarsinitial aggregate principal amount, that amount which equals the Term Loan Commitment of such Bank on such date (iiibefore giving effect to any reductions thereto on such date pursuant to Section 4.03(b)(i) shall except as hereinafter providedbut after giving effect to any reductions thereto on or prior to such date pursuant to Section 4.03(b)(ii)). (b) Subject to, and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees at any time and from time to time after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a loan or loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans: (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, ; provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Percentage and (y) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of, Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time; and (iv) shall be made by each such Lender in not exceed for all Banks at any time outstanding that aggregate principal amount which does not exceed the Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect which, when added to the termination thereof pursuant to Section 4.02(a)). Once amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid or prepaidwith the proceeds of, Term B-1 Loans may not be reborrowed. and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the lesser of (a) the Borrowing Base then in effect and (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Total Revolving Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans to the Borrower, which Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-2 Loans may not be reborrowedtime.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make a term loan or term loans (each, a “Term B-1 Loan or Loan” and, collectively, the “Term B-1 Loans Loans”) to the Borrower, which Term B-1 Loans Loans: (i) shall may only be incurred by the Borrower pursuant to a single drawing on the Closing Date, ; (ii) shall be denominated in U.S. Dollars, Dollars and (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Term Lender in that an aggregate principal amount which does not exceed the Term B-1 Loan Commitment of such Term Lender on the Closing Date (determined before giving effect on the Closing Date to the termination thereof on such date pursuant to Section 4.02(a3.03(a)). Once repaid or prepaidrepaid, Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Revolving Loan Commitment severally agrees to make make, at any time and from time to time on or after the Closing Date, a Term B-2 Loan revolving loan or Term B-2 Loans revolving loans (each, a “Revolving Loan”, collectively, the “Revolving Loans”) to the Borrower, which Term B-2 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall may be denominated repaid and reborrowed in U.S. Dollars, accordance with the provisions hereof and (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each not exceed for any such Lender in that at any time outstanding an aggregate principal amount which does not exceed equals the Term B-2 Revolving Loan Commitment of such Lender at such time. (c) Notwithstanding the foregoing, in no event will the principal amount of the Term Loan Commitments and Revolving Loan Commitments on the Closing Date exceed the lesser of (before giving effect A) 65% of the Appraised Value of the Collateral Vessels and (B) $360,000,000; provided that the Revolving Loan Commitments shall not exceed $60,000,000 and the Term Loan Commitments shall not exceed $300,000,000. For the avoidance of doubt, any reduction to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Total Commitment in accordance with the preceding clause (A) shall be applied pro rata between the Total Term B-2 Loans may not be reborrowedLoan Commitment and the Total Revolving Loan Commitment.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, herein each Lender with a Term B-1 Loan Commitment severally agrees to make a Term B-1 Loan make, at any time and from time to time on or Term B-1 Loans after the Initial Borrowing Date and prior to the BorrowerFinal Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrowers (on a joint and several basis), which Term B-1 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the respective Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term LIBOR Loans; provided that, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by each such any Lender in that aggregate principal amount which does not exceed any instance where the Term B-1 Loan Commitment of such Lender on the Closing Date incurrence thereof (before after giving effect to the termination use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may this Agreement) would cause the Individual Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be reborrowedmade (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect or (B) the Aggregate Exposure to exceed the Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate). (b) Subject to and upon the terms and conditions set forth herein, each the Swingline Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan make, at any time and from time to time on or Term B-2 Loans after the Initial Borrowing Date and prior to the BorrowerSwingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrowers (on a joint and several basis), which Term B-2 Swingline Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall be denominated in U.S. Dollars, incurred and maintained as Base Rate Loans; (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall except as hereinafter provided, at not be made (and shall not be required to be made) by the option Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect or (B) the Aggregate Exposure to exceed the Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate), and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time one or more Lenders shall be a Defaulting Lender unless the Swingline Lender has entered into arrangements reasonably satisfactory to it and the Company to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans (which arrangements are hereby consented to by the Lenders), including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ R/L Percentage of the outstanding Swingline Loans (such arrangements, the “Swingline Back-Stop Arrangements”) and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from any Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (c) On any Business Day, the Swingline Lender may, in its sole discretion give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans or the Administrative Agent’s outstanding Agent Advances, as the case may be, shall be incurred and maintained as, and/or converted into, funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Term Loans or LIBO Rate Term Loans(each such Borrowing, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iva “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date Lender’s R/L Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender or the Administrative Agent, as the case may be, to repay the Swingline Lender or the Administrative Agent, as the case may be, for such outstanding Swingline Loans or Agent Advances, as the case may be. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender or the Administrative Agent, as the case may be, notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, (v) the amount of the Borrowing Base or the Total Revolving Loan Commitment at such time and (vi) whether such Lender’s Revolving Loan Commitment has been terminated at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from any Borrower on or after such date and prior to such purchase) from the Swingline Lender or the Administrative Agent, as the case may be, such participations in the outstanding Swingline Loans or Agent Advances, as the case may be, as shall be necessary to cause the Lenders to share in such Swingline Loans or Agent Advances, as the case may be, ratably based upon their respective R/L Percentages (determined before giving effect to any termination thereof of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans or Agent Advances, as the case may be, shall be for the account of the Swingline Lender or the Administrative Agent, as the case may be, until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender or the Administrative Agent, as the case may be, interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) Notwithstanding anything to the contrary in Section 2.01(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish Reserves in such amounts, and with respect to such matters, but subject to the limitations contained in the definition of “Reserves”, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base (which Reserves shall reduce the then existing Borrowing Base in an amount equal to such Reserves). (e) (i) In the event that the Borrowers are unable to comply with the Borrowing Base limitations set forth in Section 2.01(a) or (ii) the Borrowers are unable to comply with the conditions precedent to the making of Revolving Loans set forth in Section 7, in either case, the Lenders, subject to the immediately succeeding proviso, hereby authorize the Administrative Agent, for the account of the Lenders, to make Revolving Loans to the Borrowers (on a joint and several basis), in either case solely in the event that the Administrative Agent in its Permitted Discretion deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of repayment of the Obligations, or (C) to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including, without limitation, Expenses and Fees, which Revolving Loans may only be made as Base Rate Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a Notice of Borrowing requesting an Agent Advance until the earliest of (x) the twentieth (20th) Business Day after such date, (y) the date the respective Borrowers are again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Loans, or obtain an amendment or waiver with respect thereto and (z) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”); provided that the Administrative Agent shall not make any Agent Advance to the extent that at the time of the making of such Agent Advance, the amount of such Agent Advance (I) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrowers at such time, would exceed 10% of the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) (the “Agent Advance Amount”) or (II) when added to the Aggregate Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the Total Revolving Loan Commitment at such time. Agent Advances may be made by the Administrative Agent in its sole discretion and the Borrowers shall have no right whatsoever to require that any Agent Advances be made. Agent Advances will be subject to periodic settlement with the Lenders pursuant to Section 4.02(a2.01(c)). Once repaid or prepaid, Term B-2 Loans may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a First Priority Term B-1 Loan Commitment severally agrees to make a term loan or term loans (each a "First Priority Term B-1 Loan or Loan" and, collectively, the "First Priority Term B-1 Loans Loans") to the Borrower, which First Priority Term B-1 Loans (i) shall bear interest in accordance with Section 1.07, (ii) may only be incurred by on each FPTL Borrowing Date occurring on or after the Borrower pursuant FPTL Initial Borrowing Date and prior to a single drawing on the Closing Commitment Termination Date, (iiiii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each not exceed, in aggregate amount borrowed on any FPTL Borrowing Date, (x) in the case of the FPTL Initial Borrowing Date, an amount equal to the aggregate First Priority Term Loan Drawdown Amount applicable to the Vessel Acquisitions consummated on or prior to such Lender FPTL Initial Borrowing Date and (y) in the case of any subsequent Borrowing Date, the First Priority Term Loan Drawdown Amount applicable to the respective Vessel Acquisition(s) being consummated on such Borrowing Date and (v) shall not exceed for any Lender, that aggregate principal amount which does not exceed equals the First Priority Term B-1 Loan Commitment of such Lender as in effect on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a))such Borrowing Date. Once repaid or prepaidrepaid, First Priority Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Second Priority Term B-2 Loan Commitment severally agrees to make a term loan or term loans (each a "Second Priority Term B-2 Loan or Loan" and, collectively, the "Second Priority Term B-2 Loans Loans") to the Borrower, which Second Priority Term B-2 Loans (i) shall bear interest in accordance with Section 1.07, (ii) may only be incurred by on each SPTL Borrowing Date occurring on or after the Borrower pursuant SPTL Initial Borrowing Date prior to a single drawing on the Closing Commitment Termination Date, (iiiii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each not exceed, in aggregate amount borrowed on any SPTL Borrowing Date, (x) in the case of the SPTL Initial Borrowing Date, an amount equal to the aggregate Second Priority Term Loan Drawdown Amount applicable to the Vessel Acquisitions consummated on or prior to such Lender SPTL Initial Borrowing Date and (y) in the case of any subsequent Borrowing Date, the Second Priority Term Loan Drawdown Amount applicable to the respective Vessel Acquisition(s) being consummated on such SPTL Borrowing Date and (v) shall, subject to Section 3.03(a), not exceed for any Lender, that aggregate principal amount which does not exceed equals the Second Priority Term B-2 Loan Commitment of such Lender as in effect on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a))such SPTL Borrowing Date. Once repaid or prepaidrepaid, Second Priority Term B-2 Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to Section 1.02 and subject to and upon the other terms and conditions set forth herein, on the Restatement Effective Date: to and upon the terms and conditions herein set forth hereinforth, each Lender with a the Additional Term B-1 Loan Lender having an Additional Term B-1 Commitment severally agrees to make a loan or loans (each, an “Additional Term B-1 Loan or Loan” and, together with the Converted Term B Loans, each a “Term B-1 Loans Loan”) to the Borrower, which Additional Term B-1 Loans Loan (i) shall be incurred by not exceed the Borrower pursuant to a single drawing on the Closing DateAdditional Term B-1 Commitment of such Lender, (ii) shall be denominated in U.S. Dollarsmade on the Amendment No. 1 Effective Date, (iii) shall except as hereinafter providedmay, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Eurodollar Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall may be made by each such Lender in that aggregate principal amount which does not exceed the Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaidprepaid in accordance with the provisions hereof, Term B-1 Loans but once repaid or prepaid may not be reborrowed. On the Amendment No. 1 Effective Date, each Converted Term B Loan of each Amendment No. 1 Consenting Lender shall be automatically converted into a loan with the same Type and Class as the Additional Term B-1 Loan effective as of the Amendment No. 1 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Term B Loan immediately prior to such conversion; provided that all the Loans shall initially consist of a Eurodollar Loan with an Interest Period ending March 28, 2013 and the Eurodollar Rate for such Interest Period shall be deemed to be 1.25% . On the Final Maturity Date, all outstanding Loans shall be repaid in full. (a) each Converted Loan shall automatically be converted into a loan (each, an “Extended Loan” and collectively the “Extended Loans”), in the same principal amount of such Converted Loan and of the same Type as such Converted Loan, to the Company; (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment who has severally agrees agreed to make a Term B-2 Loan new term loan or Term B-2 Loans loans, including Existing Lenders who have severally agreed to increase their loans (each a “New Loan” and collectively the “ New Loans”) to the BorrowerCompany, which Term B-2 (i) shall be incurred pursuant to a single Borrowing on the Restatement Effective Date and (ii) shall not exceed for any Lender an aggregate principal amount equal to such Lender’s New Commitment as of the Restatement Effective Date; (c) each Original Loan that is not a Converted Loan shall be repaid in full pursuant to the terms of Section 4.01 of the Original Credit Agreement; and (d) the Extended Loans and the New Loans shall be treated, for all purposes under this Agreement and under the other Credit Documents, as a single class of loans and shall collectively be referred to as “Loans.” All Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, made and maintained in Dollars and (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the BorrowerCompany, may be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaidrepaid, Term B-2 Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make make, at any time and from time to time on or after the Restatement Effective Date and prior to the Maturity Date, a Term B-1 Loan revolving loan or Term B-1 Loans revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Term B-1 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall be made by each such not exceed for any Lender in at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which does not exceed are repaid with the Term B-1 Loan proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Lender on at such time and (v) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the Closing Date aggregate amount of all Letter of Credit Outstandings (before giving effect to exclusive of Unpaid Drawings which are repaid with the termination thereof pursuant to Section 4.02(a)). Once proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid or prepaidwith the proceeds of, Term B-1 Loans may not be reborrowedand simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, each the Swingline Lender with a Term B-2 Loan Commitment severally agrees to make at any time and from time to time on or after the Restatement Effective Date and prior to the Swingline Expiry Date, a Term B-2 Loan revolving loan or Term B-2 Loans revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Term B-2 Swingline Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Dateand maintained as Base Rate Loans, (ii) shall be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall except as hereinafter providednot exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the option Total Commitment at such time, and (v) shall not exceed in the aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Defaulting Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Defaulting Lenders' Percentage of the outstanding Swingline Loans and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender's outstanding Swingline Loans shall be incurred and maintained as, and/or converted into, funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Term Loans or LIBO Rate Term Loans(each such Borrowing, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iva "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date Lender's Percentage (determined before giving effect to any termination of the termination thereof Commitments pursuant to the last paragraph of Section 4.02(a))10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Once repaid or prepaid, Term B-2 Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be reborrowedmade on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make a term loan or term loans (each, a “Term B-1 Loan or Loan” and, collectively, the “Term B-1 Loans Loans”) to the Borrower, which Term B-1 Loans Loans: (i) shall may only be incurred pursuant to two single drawings each made by the Borrower pursuant to a single drawing on or after the Delivery Date of the applicable Term Loan Vessel, which shall occur in each case on or after the Closing DateDate and prior to the Term Loan Commitment Termination Date for such Term Loan Vessel, (ii) shall be denominated in U.S. Dollars, (iii) each drawing shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Typenot exceed $16,500,000, and (iv) shall be made by each such Lender in that an aggregate principal amount which does not exceed the Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to relevant Delivery Date, provided that any Term Loans shall be used by the termination thereof pursuant to Borrower in accordance with Section 4.02(a))6.10(a) of this Agreement. Once repaid or prepaidrepaid, Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject . Notwithstanding the foregoing or anything to and upon the terms and contrary contained in Section 5.03, a Term Loan may be made to fund amounts due on the Delivery Date of each Term Loan Vessel under the relevant Shipbuilding Contract before the conditions precedent set forth herein, each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans to the Borrower, which Term B-2 Loans in subsections (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Dateb),(c), (ii) shall be denominated in U.S. Dollarsd), (iiie) shall except as hereinafter provided, at the option and (h) of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term LoansSection 5.03 are satisfied, provided that except arrangements have been made, satisfactory to the Administrative Agent, that such conditions will be met immediately upon delivery of the relevant Term Loan Vessel and, provided, further, that in any such circumstance, the Administrative Agent shall (A) on the applicable Borrowing Date, preposition an amount equal to the aggregate principal amount of the applicable Term Loan at a bank or other financial institution (the “Builder’s Bank”) satisfactory to the Administrative Agent (on behalf of the Lenders), which funds shall be held at the Builder’s Bank in the name and under the joint control of the Administrative Agent and the Borrower or relevant Subsidiary Guarantor and (B) issue a SWIFT MT 199 or other similar communication (each such communication, a “Disbursement Authorization”) authorizing the release of such funds by the Builder’s Bank on the relevant Delivery Date provided that each of the conditions precedent set forth in Section 5.03 (other than the conditions precedent set forth subsections (b),(c), (d), (e) and (h) of such Section 5.03) are satisfied in form and substance satisfactory to the Administrative Agents (on behalf of Lenders), including but not limited to a protocol of delivery and acceptance duly executed by the relevant Subsidiary Guarantor and the Builder, countersigned by a representative of the Administrative Agent; and provided further, that if the Delivery Date of the relevant Term Loan Vessel does not occur within fifteen (15) Business Days following the relevant Borrowing Date, the funds held at the Builder’s Bank shall (at the Borrower’s expense) be returned to the Administrative Agent for further distribution to the Lenders; and provided further, that notwithstanding any other provision set forth in this Agreement, in the event that a Term Loan has been prepositioned in accordance with the terms of this Section 2.01, the duration of the first Interest Period applicable to the relevant Term Loan shall be one (1) month, which Interest Period shall terminate upon the applicable Delivery Date (as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing 2.07 hereof) and thereafter shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date (before giving effect revert to the termination thereof pursuant to duration of each Interest Period elected by the Borrower’s in accordance with such Section 4.02(a)). Once repaid or prepaid, Term B-2 Loans may not be reborrowed2.07.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make a Term B-1 Loan make, at any time and from time to time on or Term B-1 Loans after the Effective Date and prior to the BorrowerRevolving Commitment Termination Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrowers (on a joint and several basis), which Term B-1 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the respective Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term LIBOR Loans; provided, provided that that, except as otherwise specifically provided in Section 2.10(b), all Term B-1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by each such any Lender in that aggregate principal amount which does not exceed any instance where the Term B-1 Loan Commitment of such Lender on the Closing Date incurrence thereof (before after giving effect to the termination use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may this Agreement) would cause the Individual Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be reborrowedmade (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect or (B) the Aggregate Exposure to exceed the Borrowing Base at such time. (b) Subject to and upon the terms and conditions set forth herein, each the Swingline Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan make, at any time and from time to time on or Term B-2 Loans after the Effective Date and prior to the BorrowerSwingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrowers (on a joint and several basis), which Term B-2 Swingline Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall be denominated in U.S. Dollars, incurred and maintained as Base Rate Loans; (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall except as hereinafter provided, at not be made (and shall not be required to be made) by the option Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect or (B) the Aggregate Exposure to exceed the Borrowing Base at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), (1) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Company to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans (which arrangements are hereby consented to by the Lenders), including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans (such arrangements, the “Swingline Back-Stop Arrangements”) and (2) the Swingline Lender shall not make any Swingline Loan after it has received written notice from any Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice or notices or (y) of the waiver of such Default or Event of Default by the Required Lenders. (c) On any Business Day, the Swingline Lender may, in its sole discretion give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be incurred and maintained as, and/or converted into, funded with one or more Borrowings of Revolving Loans (provided, that, such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Term Loans or LIBO Rate Term Loans(each such Borrowing, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iva “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Borrowing Base or the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from any Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination thereof of the Revolving Loan Commitments pursuant to the last paragraph of Section 11); provided, that, (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) Notwithstanding anything to the contrary in Section 2.01(a) or elsewhere in this Agreement, the Collateral Agent shall have the right to establish Reserves, subject to the proviso in the definition thereof, in such amounts, and with respect to such matters, as the Collateral Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base (which reserves shall reduce the then existing Borrowing Base in an amount equal to such reserves). (i) In the event that the Borrowers are unable to comply with the Borrowing Base limitations set forth in Section 2.01(a) or (ii) the Borrowers are unable to comply with the conditions precedent to the making of Revolving Loans set forth in Section 7, in either case, the Lenders, subject to the immediately succeeding proviso, hereby authorize the Administrative Agent, for the account of the Lenders, to make Revolving Loans to the Borrowers (on a joint and several basis), in either case solely in the event that the Collateral Agent in its Permitted Discretion deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of repayment of the Obligations, or (C) to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including Expenses and Fees, which Revolving Loans may only be made as Base Rate Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a Notice of Borrowing requesting an Agent Advance until the earliest of (1) the twentieth (20th) Business Day after such date, (2) the date the respective Borrowers are again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Loans, or obtain an amendment or waiver with respect thereto, and (3) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”); provided, that, the Administrative Agent shall not make any Agent Advance to the extent that at the time of the making of such Agent Advance, the amount of such Agent Advance (x) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrowers at such time, would exceed 5.0% of the Borrowing Base at such time (the “Agent Advance Amount”) or (y) when added to the Aggregate Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the Total Revolving Loan Commitment at such time. Agent Advances may be made by the Administrative Agent in its sole discretion and the Borrowers shall have no right whatsoever to require that any Agent Advances be made. Agent Advances will be subject to periodic settlement with the Lenders pursuant to Section 4.02(a2.04(b). (f) If the Initial Revolving Commitment Termination Date shall have occurred at a time when Extended Revolving Loan Commitments are in effect, then on the Initial Revolving Commitment Termination Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Initial Revolving Commitment Termination Date). Once repaid or prepaid; provided, Term B-2 that, if on the occurrence of the Initial Revolving Commitment Termination Date (after giving effect to any repayments of Revolving Loans may and any reallocation of Letter of Credit participations as contemplated in Section 3.07), there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the respective outstanding Swingline Loans could be incurred pursuant the Extended Revolving Loan Commitments which will remain in effect after the occurrence of the Initial Revolving Commitment Termination Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the Extended Revolving Loan Commitments and such Swingline Loans shall not be reborrowedso required to be repaid in full on the Initial Revolving Commitment Termination Date.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment Bank severally agrees agrees, at any time and from time to time on and after the Effective Date and prior to the Conversion Date, to make a Term B-1 Loan revolving loan or Term B-1 Loans revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Term B-1 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that that, except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed at any time in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which equals the Commitment of such Bank at such time and (iv) shall be made by each such Lender in not exceed for all Banks at any time outstanding that aggregate principal amount which does not exceed equals the Term B-1 Loan lesser of (x) the Total Commitment of at such Lender on time and (y) the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may not be reborrowedBorrowing Base at such time. (b) Subject to and upon the terms and conditions set forth herein, the Borrower and each Lender with a Bank agree that, at 9:00 A.M. (New York time) on the Conversion Date, the aggregate principal amount of Revolving Loans owing to such Bank and outstanding at such time shall (unless such Revolving Loans have been declared (or have become) due and payable pursuant to this Agreement), without any notice or action by any party hereto, automatically convert to and thereafter constitute Term B-2 Loan Commitment severally agrees Loans owing to make a such Bank hereunder. The Term B-2 Loan or Term B-2 Loans to the Borrower, which Term B-2 Loans of any Bank (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that that, except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, Type and (ivii) shall be made by each not exceed in initial principal amount for such Lender in that Bank an amount which equals the aggregate principal amount which does not exceed the Term B-2 Loan Commitment of Revolving Loans owed to such Lender on the Closing Date (before giving effect Bank and outstanding immediately prior to the termination thereof pursuant to Section 4.02(a))such conversion. Once repaid or prepaidrepaid, Term B-2 Loans may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make a term loan or term loans (each, a “Term B-1 Loan or Loan” and, collectively, the “Term B-1 Loans Loans”) to the Borrower, which Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term LIBOR Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a))Initial Borrowing Date. Once repaid or prepaidrepaid, Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Revolving Loan Commitment severally agrees to make make, at any time and from time to time after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a Term B-2 Loan revolving loan or Term B-2 Loans revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Term B-2 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term LIBOR Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall be made by each not exceed for any such Lender in at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which does not exceed are repaid with the Term B-2 proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Available Revolving Loan Commitment of such Lender at such time. (c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Available Revolving Loan Commitment at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(c), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices, (B) of the cure of such Default or Event of Default, or (C) of the waiver of such Default or Event of Default by the Required Lenders. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the Closing Date immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the termination thereof Revolving Loan Commitments pursuant to the last paragraph of Section 4.02(a))11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Once repaid or prepaid, Term B-2 Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Available Revolving Loan Commitment or the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be reborrowedmade on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make a term loan or term loans (each, a “Term B-1 Loan or Loan” and, collectively, the “Term B-1 Loans Loans”) to the Borrower, which Term B-1 Loans Loans: (i) shall may only be incurred by the Borrower pursuant to a single drawing on the Closing Initial Borrowing Date, which shall occur on or after the Closing Date and prior to the Term Loan Commitment Termination Date; (ii) shall be denominated in U.S. Dollars, Dollars and (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Term Lender in that an aggregate principal amount which does not exceed the Term B-1 Loan Commitment of such Term Lender on the Closing Initial Borrowing Date (determined before giving effect on the Initial Borrowing Date to the termination thereof on such date pursuant to Section 4.02(a3.03(a)). Once repaid or prepaidrepaid, Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Revolving Loan Commitment severally agrees to make make, at any time and from time to time on or after the Closing Date and prior to the Revolving Loan Commitment Termination Date, a Term B-2 Loan revolving loan or Term B-2 Loans revolving loans (each, a “Revolving Loan”, collectively, the “Revolving Loans”) to the Borrower, which Term B-2 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall may be denominated repaid and reborrowed in U.S. Dollars, accordance with the provisions hereof and (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each not exceed for any such Lender in at any time outstanding that aggregate principal amount which does not exceed equals the Term B-2 Revolving Loan Commitment of such Lender at such time. (c) Notwithstanding the foregoing, in no event will the principal amount of the Term Loan Commitments and Revolving Loan Commitments on the Closing Initial Borrowing Date exceed the lesser of (before giving effect A) 52% of the Appraised Value of the Collateral Vessels and (B) $235,000,000; provided that the Revolving Loan Commitments shall not exceed $15,000,000 and the Term Loan Commitments shall not exceed $220,000,000. For the avoidance of doubt, any reduction to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Total Commitment in accordance with the preceding clause (A) shall be applied pro rata between the Total Term B-2 Loans may not be reborrowedLoan Commitment and Total Revolving Loan Commitment.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a B Term B-1 Loan Commitment severally agrees to make a term loan or term loans (each, a “B Term B-1 Loan or Loan” and, collectively, the “B Term B-1 Loans Loans”) to the U.S. Borrower, which B Term B-1 Loans (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all B Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, B Term Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding C Term Loans and Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date), and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the B Term B-1 Loan Commitment of such Lender on the Closing Initial Borrowing Date (before giving effect to the termination thereof pursuant to Section 4.02(a4.03(b)). Once repaid or prepaidrepaid, B Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a C Term B-2 Loan Commitment severally agrees to make a term loan or term loans (each, a “C Term B-2 Loan or Loan” and, collectively, the “C Term B-2 Loans Loans”) to the Canadian Borrower, which C Term B-2 Loans (i) shall be incurred by the Canadian Borrower pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, interest thereon shall, at the option of the Canadian Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all C Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, C Term Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding B Term Loans and Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date), and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the C Term B-2 Loan Commitment of such Lender on the Closing Initial Borrowing Date (before giving effect to the termination thereof pursuant to Section 4.02(a4.03(b)). Once repaid repaid, C Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, (i) each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees to make a term loan (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the respective Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars or, if the Incremental Term Loan Borrower is the Canadian Borrower and so elects in accordance with the terms of Section 2.15, Canadian Dollars, (iii) in the case of Incremental Term Loans denominated in U.S. Dollars, shall, except as hereinafter provided, at the option of the Incremental Term Loan Borrower for such Tranche, be incurred and maintained as, and/or converted into one or prepaidmore Borrowings of Base Rate Loans or LIBO Rate Loans, provided that except as otherwise specifically provided in Section 2.10(b), all such Incremental Term B-2 Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, (iv) in the case of Incremental Term Loans denominated in Canadian Dollars, interest thereon shall, except as hereafter provided, at the option of the Canadian Borrower, be accrued at the Canadian Prime Rate or B/A Discount Rate plus the margins described in Section 2.08 and (v) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche on the respective Incremental Term Loan Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 4.03(e)). Once repaid, Incremental Term Loans may not be reborrowed. (d) Subject to and upon the terms and conditions set forth herein, each U.S. Borrower RL Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “U.S. Borrower Revolving Loan” and, collectively, the “U.S. Borrower Revolving Loans”) to the U.S. Borrower, which U.S. Borrower Revolving Loans (i) shall be denominated in U.S. Dollars, (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBO Rate Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all U.S. Borrower Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, U.S. Borrower Revolving Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding Term Loans and Canadian Borrower Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date), (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any U.S. Borrower RL Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual U.S. RL Exposure of such U.S. Borrower RL Lender to exceed the amount of its U.S. Borrower Revolving Loan Commitment at such time, and (v) shall not be made (and shall not be required to be made) by any U.S. Borrower RL Lender if the making of same would cause the Aggregate U.S. RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total U.S. Borrower Revolving Loan Commitment as then in effect. (e) Subject to and upon the terms and conditions set forth herein, each Canadian Borrower RL Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Canadian Borrower Revolving Loan” and, collectively, the “Canadian Borrower Revolving Loans” and, together with the U.S. Borrower Revolving Loans, collectively, the “Revolving Loans” and each, a “Revolving Loan”) to the Canadian Borrower, which Canadian Borrower Revolving Loans (i) shall be made and maintained in the respective Available Currency elected by the Canadian Borrower; (ii) except as hereafter provided, shall, at the option of the Canadian Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings (with the following Types of Loans specified in clauses (w) and (x) available only in the case of Canadian Borrower Revolving Loans denominated in U.S. Dollars, and the following Types of Loans specified in clauses (y) and (z) available only in the case of Canadian Borrower Revolving Loans denominated in Canadian Dollars) of (w) Base Rate Loans, (x) LIBO Rate Loans, (y) Canadian Prime Rate Loans, or (z) (i) in the case of a B/A Lender, the creation of Bankers’ Acceptances on the terms and conditions provided for herein and in Schedule 2.17 hereto or (ii) in a case of a Non-B/A Lender, the creation and purchase of completed Drafts in Canadian Dollars and the exchange of such Drafts for B/A Equivalent Notes, in each case on the terms and conditions provided for herein and in Schedule 2.17 hereto, provided that (A) except as otherwise specifically provided in Section 2.10(b), all Canadian Borrower Revolving Loans made as part of the same Borrowing shall at all times consist of Canadian Borrower Revolving Loans of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, (x) Canadian Borrower Revolving Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding Term Loans and U.S. Borrower Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date) and (y) Canadian Borrower Revolving Loans may be incurred and maintained as and/or converted into, Bankers’ Acceptance Loans only so long as such outstanding Bankers’ Acceptance Loans have a term to maturity of 30 days; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by any Canadian Borrower RL Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Canadian Borrower RL Exposure of such Canadian Borrower RL Lender to exceed the amount of its Canadian Borrower Revolving Loan Commitment at such time; and (v) shall not be made (and shall not be required to be made) by any Canadian Borrower RL Lender if the making of same would cause the Aggregate Canadian Borrower RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Canadian Borrower Revolving Loan Commitment as then in effect. (f) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the U.S. Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) if the making of same would cause the Aggregate U.S. RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total U.S. Borrower Revolving Loan Commitment as then in effect, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(f), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the U.S. Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (g) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the U.S. Borrower RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of U.S. Borrower Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of U.S. Borrower Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory U.S. RL Borrowing”) shall be made on the immediately succeeding Business Day by all U.S. Borrower RL Lenders pro rata based on each such U.S. Borrower RL Lender’s U.S. Borrower RL Percentage (determined before giving effect to any termination of the U.S. Borrower Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each U.S. Borrower RL Lender hereby irrevocably agrees to make U.S. Borrower Revolving Loans upon one Business Day’s notice pursuant to each Mandatory U.S. RL Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory U.S. RL Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory U.S. RL Borrowing, and (v) the amount of the Total U.S. Borrower Revolving Loan Commitment at such time. In the event that any Mandatory U.S. RL Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the U.S. Borrower), then each U.S. Borrower RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory U.S. RL Borrowing would otherwise have occurred, but adjusted for any payments received from the U.S. Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the U.S. Borrower RL Lenders to share in such Swingline Loans ratably based upon their respective U.S. Borrower RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make make, at any time and from time to time after the Closing Date and prior to the Final Maturity Date, a Term B-1 Loan revolving loan or Term B-1 Loans revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Term B-1 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term ABR Loans or LIBO Rate Term Eurodollar Loans; provided that, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by each such any Lender in that aggregate principal amount which does not exceed any instance where the Term B-1 Loan Commitment of such Lender on the Closing Date incurrence thereof (before after giving effect to the termination use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may this Agreement) would cause the Individual Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be reborrowedmade (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect or (B) the Aggregate Exposure to exceed the Borrowing Base at such time. (a) [Reserved]. (b) Subject to and upon [Reserved]. (c) [Reserved]. (d) [Reserved]. (e) [Reserved]. (f) In the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans to event that the Borrower, which Term B-2 Loans Aggregate Exposure is less than the lesser of (i) shall be incurred by 25.0% of the Borrower pursuant to a single drawing on the Closing Date, Total Revolving Loan Commitment and (ii) shall $18,750,000 (the “Minimum Outstanding Amount”) at any time, the Borrower shall, within three Business Days, request Loans in an amount sufficient to cause the Aggregate Exposure to be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at no less than the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date (before Minimum Outstanding Amount after giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-2 Loans may not be reborrowedsuch Borrowing.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment Bank severally agrees to make on and after the Effective Date and prior to the Final Maturity Date a Term B-1 Loan revolving loan or Term B-1 Loans revolving loans (each a "Revolving Loan" and collectively, the "Revolving Loans") to the Borrower, which Term B-1 Loans Revolving Loans: (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that that, except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time; and (iv) shall be made by each such Lender in not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which does not exceed are repaid with the Term B-1 proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment of at such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may not be reborrowedtime. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment severally the Swingline Bank in its individual capacity agrees to make at any time and from time to time after the Effective Date and prior to the Swingline Expiry Date, a Term B-2 Loan revolving loan or Term B-2 Loans revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Term B-2 Loans Swingline Loans: (i) shall be incurred made and maintained as Base Rate Loans; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date); and (iv) shall not exceed at any time outstanding the Maximum Swingline Amount. (c) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks with Revolving Loan Commitments that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all such Banks pro rata based on each such Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Borrower pursuant to a single drawing on Swingline Bank notwithstanding (i) the Closing Dateamount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) shall be denominated whether any conditions specified in U.S. DollarsSection 6 are then satisfied, (iii) shall except as hereinafter providedwhether a Default or an Event of Default then exists, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be made by each necessary to cause such Lender Banks to share in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the termination thereof Revolving Loan Commitments pursuant to the last paragraph of Section 4.02(a10)). Once repaid or prepaid; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, Term B-2 to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans may not be reborrowedmaintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a an A Term B-1 Loan Commitment severally agrees to make make, at any time and from time to time on and after the Initial Borrowing Date and on or prior to the A Term Loan Commitment Termination Date, a term loan or term loans (each, an "A Term B-1 Loan or Loan" and, collectively, the "A Term B-1 Loans Loans") to the Borrower, which A Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, ; provided that (x) except as otherwise specifically provided in Section 2.10(b1.10(b), all A Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, Type and (ivy) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall be made by each such Lender not exceed for any Bank, in that initial aggregate principal amount, that amount which does not exceed equals the A Term B-1 Loan Commitment of such Lender Bank on the Closing Date such date (before giving effect to the termination thereof any reductions thereto on such date pursuant to Section 4.02(a3.03(b)(i) or 3.03(b)(ii) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(iii) or 3.03(b)(iv)). Once repaid or prepaidrepaid, A Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a B Term B-2 Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a term loan (each, a "B Term B-2 Loan or Loan" and, collectively, the "B Term B-2 Loans Loans") to the Borrower, which B Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, ; provided that (x) except as or otherwise specifically provided in Section 2.10(b1.10(b), all B Term B-2 Loans comprising the same Borrowing shall at all times be of the same TypeType and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the B Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)(i) or 3.03(c)(ii) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(iii)). Once repaid, B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees at any time and from time to time after the date on which the Total A Term Loan Commitment has been reduced to zero and prior to the Revolving Loan Maturity Date, to make a loan or loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date, (ii) may be repaid and reborrowed in accordance with the provisions hereof and (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) and (II) the aggregate principal amount of all Swingline Loans then outstanding (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), equals the Revolving Loan Commitment of such Bank at such time. (d) Subject to and upon the terms and conditions herein set forth, the Swingline Bank agrees to make at any time and from time to time after the date on which the Total Term Loan Commitment has been reduced to zero and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each a "Swingline Loan," and collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of (x) all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at such time (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans), an amount equal to the Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Total Revolving Loan Commitment on such date); and (iv) shall be made by each such Lender not exceed in that aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. The Swingline Bank shall not make any Swingline Loan after receiving a written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice, (ii) the waiver of such Default or Event of Default by the Required Banks, (iii) the Administrative Agent in good faith believes that such Default or Event of Default has ceased to exist or (iv) the consent of the Required Banks to make Swingline Loans notwithstanding the existence of such Default or Event of Default. (e) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans, provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10, in which does not exceed case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the Term B-2 immediately succeeding Business Day from all Banks with a Revolving Loan Commitment (without giving effect to any terminations and/or reductions thereto pursuant to the last paragraph of such Lender Section 10) pro rata on the Closing Date basis of their respective Percentages (determined before giving effect to any termination of the termination thereof Revolving Loan Commitments pursuant to the last paragraph of Section 4.02(a))10) and the proceeds thereof shall be applied directly to the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Once repaid or prepaid, Term B-2 Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be reborrowedmade on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank (without recourse or warranty) such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set --------------- forth herein, each Lender with Bank severally agrees, at any time and from time to time on and after the Effective Date and prior to the Expiry Date, upon the request of a Term B-1 Loan Commitment severally agrees Borrower, to make loans (each a Term B-1 Loan or Term B-1 Loans "Revolving Loan" and, collectively, the "Revolving Loans") to the such Borrower, which Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the such Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans, IBOR Loans or LIBO Rate Term LIBOR Loans, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding, when added to such Bank's Percentage of all then outstanding Swingline Loans, that aggregate principal amount which equals the Commitment of such Bank at such time and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed in the Term B-1 Loan Commitment of aggregate for any Borrower at any time that amount which, when added to all Swingline Loans made to such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaidBorrower which remain outstanding, Term B-1 Loans may not be reborrowedequals such Borrower's Borrowing Base at such time. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Bank may, in its sole discretion, agree to make, at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Term B-2 Swingline Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the respective Borrower, be incurred made and maintained asas Base Rate Loans or IBOR Loans, and/or converted intoprovided that notwithstanding anything to the contrary in Section 1.09 or elsewhere in this Agreement, only Interest Periods of one day shall be available in the case of Swingline Loans maintained as IBOR Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding at such time, an amount equal to the Total Commitment at such time (after giving effect to any reductions to the Total Commitment on such date), (iv) shall not exceed for any Borrower in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding to such Borrower at such time, such Borrower's Borrowing Base at such time and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), the Swingline Bank shall not make any Swingline Loan to any Borrower after it has received written notice from such Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing with respect to such Borrower until such time as the Swingline Bank shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Banks or (iii) that the Agents in good faith believe that such Default or Event of Default no longer exists. (c) On any Business Day and in any case within 7 Business Days of the making of any such Swingline Loan (provided that any failure to give such notice within such seven Business Day period shall not effect the obligation of the respective Borrower or any other Bank to accept such notice and fund the Revolving Loan or Revolving Loans referred to below), the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case one or more Borrowings of Revolving Loans constituting Base Rate Term Loans or LIBO Rate Term Loans(each such Borrowing, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iva "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 9) pro rata based on each such Lender Bank's Percentage (determined before --- ---- giving effect to any termination of the Commitments pursuant to the last paragraph of Section 9) and the proceeds thereof shall be remitted to the Swingline Bank and applied by the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) that aggregate principal the amount which does of the Mandatory Borrowing may not exceed comply with the Term B-2 Loan Commitment Minimum Borrowing Amount otherwise required hereunder, (ii) any failure to satisfy any conditions specified in Section 5, (iii) any Default or Event of Default existing on such date, (iv) the date of such Lender Mandatory Borrowing and (v) the amount of the Total Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the Closing Date date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received by the Swingline Bank from the respective Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the termination thereof Commitments pursuant to the last paragraph of Section 4.02(a9)). Once repaid or prepaid, Term B-2 provided that (x) all interest payable on the Swingline Loans may not shall be reborrowedfor the account of the Swingline Bank until the date as of which the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Loans in U.S. Dollars to the Borrowers, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Maturity Date and the termination of the Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure exceeding the lesser of (i) such ▇▇▇▇▇▇’s Revolving Commitment, and (ii) such Lender’s Pro Rata Percentage multiplied by the Borrowing Base then in effect. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make a Term B-1 Loan the Borrowers may borrow, pay or Term B-1 Loans to the Borrower, which Term B-1 Loans (i) prepay and reborrow Revolving Loans. All Borrowers shall be incurred by jointly and severally liable as Borrowers for all Loans regardless of which Borrower receives the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedproceeds thereof. Each Lender may, at the option of the Borrowerits option, be incurred and maintained as, and/or converted into, one make any Loan by causing any domestic or more Borrowings of Base Rate Term Loans foreign branch or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-1 Loan Commitment Affiliate of such Lender on to make such Loan; provided that any exercise of such option shall not (A) affect in any manner the Closing Date obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement, (before giving effect B) excuse or relieve any Lender of its Commitment to make any such Loan to the termination thereof extent not so made by such branch or Affiliate or (C) cause the Borrowers to pay additional amounts pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may not be reborrowed3.01. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans to the Borrower, which Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-2 Loans may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a an Initial Term B-1 Loan Commitment severally agrees to make on the Initial Borrowing Date a term loan or term loans (each an "Initial Term B-1 Loan or Loan" and collectively, the "Initial Term B-1 Loans Loans") to the Borrower, which Initial Term B-1 Loans shall (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datemade and maintained in Dollars, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or one or more Borrowings of Base Rate Term Eurodollar Loans or LIBO Rate Term Loanshaving such Interest Periods as are selected by the Borrower pursuant to Section 1.09, provided that except prior to the Syndication Date, Initial Term Loans may only be incurred and maintained as otherwise specifically provided or converted into Eurodollar Loans if the Interest Period in Section 2.10(b), all Term B-1 respect of such Eurodollar Loans comprising the same Borrowing shall at all times be of the same Typeis a Pre-Syndication Interest Period, and (iviii) shall be made by each such Lender not exceed for any Lender, in that initial aggregate principal amount, that amount which does not exceed equals the Initial Term B-1 Loan Commitment of such Lender on the Closing Initial Borrowing Date (before giving effect to the termination thereof any reductions thereto on such date pursuant to Section 4.02(a3.03(b)). Once repaid or prepaidrepaid, Initial Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with an Euro Term Loan Commitment severally agrees to make on the Initial Borrowing Date a term loan or term loans (each an "Euro Term B-2 Loan" and collectively, the "Euro Term Loans") to the Borrower, which Euro Term Loans shall (i) be made and maintained in Euros, (ii) be incurred and maintained as one or more Borrowings of Euro Term Loans having such Interest Periods as are selected by the Borrower pursuant to Section 1.09, provided that prior to the Syndication Date, all such Euro Term Loans shall have Interest Periods which are Pre-Syndication Interest Periods, and (iii) not exceed for any Lender, in initial aggregate principal amount, that amount which equals the Euro Term Loan Commitment of such Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Euro Term Loans incurred hereunder may not be reborrowed. (c) Subject to Section 1.15 and the other terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment severally agrees to make a term loan or term loans (each, an "Incremental Term B-2 Loan or Loan" and, collectively, the "Incremental Term B-2 Loans Loans") to the Borrower, which Incremental Term B-2 Loans (i) shall may only be incurred by the Borrower pursuant to a single drawing the number of drawings and on the Closing Incremental Term Loan Borrowing Date(s) set forth in the applicable Incremental Commitment Agreement pursuant to which such Incremental Term Loans are to be made and shall in no event be incurred later than the Incremental Commitment Termination Date, (ii) shall be denominated made and maintained in U.S. Dollars, (iii) shall constitute Term Loans under the Tranche specified in the applicable Incremental Commitment Agreement, provided that no Incremental Term Loans may be made part of the Tranche of Euro Term Loans, (iv) except as hereinafter hereafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that except (x) all Incremental Term Loans made as part of the same Borrowing shall, unless otherwise specifically provided in Section 2.10(b)herein, all consist of Incremental Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, Type and (ivy) the Borrower's right to incur, maintain and/or convert Incremental Term Loans under a given Tranche into Eurodollar Loans may be subject to the limitations, if any, set forth in the applicable Incremental Commitment Agreement and (v) shall be made by each such Lender in that aggregate principal amount which does not exceed the Incremental Term B-2 Loan Commitment of such Lender under the relevant Tranche on the Closing any such Incremental Term Loan Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 4.02(a3.03(b)). Once repaid or prepaidrepaid, Incremental Term B-2 Loans incurred hereunder may not be reborrowed. (d) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make to the Borrower at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a loan or loans (each a "Revolving Loan" and collectively the "Revolving Loans"), which Revolving Loans (i) shall be made and maintained in Dollars, (ii) at the option of the Borrower, shall be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that prior to the Syndication Date all such Revolving Loans shall have Interest Periods which are Pre-Syndication Interest Periods, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed (immediately after giving effect to the making thereof and the use of the proceeds thereof) for any Lender that aggregate principal amount which, when added to the sum of (x) the aggregate principal amount of all other Revolving Loans made by such Lender and then outstanding and (y) the product of (A) such Lender's Revolving Percentage and (B) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time, equals the Revolving Loan Commitment of such Lender at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a Term B-1 Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a term loan (each, a "Term B-1 Loan or Loan" and, collectively, the "Term B-1 Loans Loans") to the Borrower, which Term B-1 Loans (i) shall be incurred by made and initially maintained as a single Borrowing of Base Rate Loans (subject to the Borrower option to convert such Base Rate Loans pursuant to a single drawing on the Closing Date, Section 1.06) and (ii) shall be denominated not exceed for any Bank, in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that initial aggregate principal amount, that amount which does not exceed equals the Term B-1 Loan Commitment of such Lender Bank on the Closing Date such date (before giving effect to the termination thereof any reductions thereto on such date pursuant to Section 4.02(a3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid or prepaidrepaid, Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a Term B-2 Capital Expenditure Loan Commitment severally agrees to make make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Capital Expenditure Loan Conversion Date, a Term B-2 Loan loan or Term B-2 Loans loans (each, a "Capital Expenditure Loan" and, collectively, the "Capital Expenditure Loans") to the Borrower, which Term B-2 Capital Expenditure Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, ; provided that (x) except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-2 Capital Expenditure Loans comprising the same Borrowing shall at all times be of the same Type, Type and (ivy) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall be made by each such Lender in not exceed for any Bank at any time outstanding that aggregate principal amount which does not exceed equals the Term B-2 Capital Expenditure Loan Commitment of such Lender on the Closing Date Bank at such time (before giving effect to the termination thereof any reductions thereto on such date pursuant to Section 4.02(a3.03(c)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(ii)). Once repaid repaid, Capital Expenditure Loans incurred may be reborrowed prior to the Capital Expenditure Loan Conversion Date in accordance with the provisions hereof. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees at any time and from time to time after the Initial Borrowing Date and prior to the Final Maturity Date, to make a loan or prepaidloans (each, Term B-2 a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not be reborrowedexceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Percentage and (y) the sum of the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), equals the Revolving Loan Commitment of such Bank at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank severally agrees, (A) to convert, on the Second Restatement Effective Date, Existing Revolving Loans made by such Bank to the respective Borrowers pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date into a Borrowing of Revolving Loans hereunder to such Borrowers (as so converted, together with all revolving loans made pursuant to following clause (B), the "Revolving Loans" and each, a Term B-1 Loan Commitment severally agrees "Revolving Loan") and (B) at any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, to make a Term B-1 Loan one or Term B-1 more additional Revolving Loans to the Borrowerone or more Borrowers, all of which Term B-1 Revolving Loans made pursuant to preceding clauses (A) and (B): (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the respective Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that that, except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals (1) if such Bank is a Non-Defaulting Bank, the Adjusted Revolving Loan Commitment of such Bank at such time and (2) if such Bank is a Defaulting Bank, the Revolving Loan Commitment of such Bank at such time; (iv) shall be made by each such Lender in not exceed for all Non-Defaulting Banks at any time outstanding that aggregate principal amount which, when added to (x) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which does not exceed are repaid with the Term B-1 proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Adjusted Total Revolving Loan Commitment of at such Lender on the Closing Date time (before after giving effect to any reductions to the termination thereof pursuant to Section 4.02(aAdjusted Total Revolving Loan Commitment on such date)). Once repaid or prepaid, Term B-1 Loans may not be reborrowed.; (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans to the Borrower, which Term B-2 Loans (iv) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, not exceed for all Banks at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in any time outstanding that aggregate principal amount which, when added to (x) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which does not exceed are repaid with the Term B-2 Loan Commitment proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such Lender on time and (y) the Closing Date aggregate principal amount of all Swingline Loans (before giving effect to exclusive of Swingline Loans which are repaid with the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaidproceeds of, Term B-2 Loans may not be reborrowed.and simultaneously with the incurrence of, the

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make a term loan or term loans (each a "Term B-1 Loan or Loan" and, collectively, the "Term B-1 Loans Loans") to the Borrower, which Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that PROVIDED that, (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a))Initial Borrowing Date. Once repaid or prepaidrepaid, Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Revolving Loan Commitment severally agrees to make make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Maturity Date, a Term B-2 Loan revolving loan or Term B-2 Loans revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Term B-2 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that PROVIDED that, (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-2 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Revolving Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Term Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall be made by each not exceed for any such Lender in at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which does not exceed are repaid with the Term B-2 proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time. (c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RL Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party, the Administrative Agent or the Required Lenders stating that (x) one or more of the conditions specified in Section 5 or 6 are not then satisfied, (y) the making of such Swingline Loans would violate Section 1.01(c), or (z) a Default or an Event of Default exists and is continuing, until such time as the Swingline Lender shall have received (A) in the case of a notice of the type described in preceding clause (x), (y) or (z), written notice of rescission of all such notices (I) that any such condition specified in Sections 5 and 6 are not then satisfied, (II) that the making of such Swingline Loans would violate Section 1.01(c) or (III) of Default or Event of Default, as the case may be, from the party or parties originally delivering such notice or notices or (B) in the case of a notice of the type described in preceding clause (z), written notice of the waiver of such Default or Event of Default by the Required Lenders. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender's outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (PROVIDED that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the Closing Date immediately succeeding Business Day by all RL Lenders (other than the Swingline Lender) PRO RATA based on each such RL Lender's RL Percentage (determined before giving effect to any termination of the termination thereof Revolving Loan Commitments pursuant to the last paragraph of Section 4.02(a))10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Once repaid or prepaid, Term B-2 Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be reborrowedmade on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a an Initial Term B-1 Loan Commitment severally agrees to make a term loan or term loans (each an “Initial Term B-1 Loan or Loan” and, collectively, the “Initial Term B-1 Loans Loans”) to the Borrower, which Initial Term B-1 Loans Loans: (i) shall be incurred by the Borrower pursuant to a single drawing to be made on the Closing Date, Redemption Date for the purposes described in Section 8.08(a)(i); (ii) shall be denominated in U.S. Dollars, ; (iii) shall not exceed for any Lender, in initial principal amount for the Initial Term Loans being made by such Lender on the Redemption Date, that amount which equals the Initial Term Loan Commitment of such Lender as in effect on the Redemption Date (before giving effect to any reduction thereto on such date pursuant to Section 3.03(b)); and (iv) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that that, (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Initial Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (ivB) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be made by each applicable), prior to the 90th day following the Initial Borrowing Date, Initial Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such Lender outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period (which, unless the Administrative Agent otherwise agrees in that aggregate principal amount its sole discretion, may not begin prior to the fifth Business Day after the Initial Borrowing Date) of one month which does not exceed the Term B-1 Loan Commitment of such Lender begins and ends on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a))same day. Once repaid or prepaidrepaid, Initial Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Revolving Loan Commitment severally agrees to make make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a Term B-2 Loan revolving loan or Term B-2 Loans revolving loans (each a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Term B-2 Loans Revolving Loans: (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, denominated in Dollars; (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that that, (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-2 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Revolving Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Initial Term Loans that are maintained as Eurodollar Loans, are subject to an Interest Period (which, unless the Administrative Agent otherwise agrees in its sole discretion, may not begin prior to the fifth Business Day after the Initial Borrowing Date) of one month which begins and ends on the same day; (iii) may be repaid and reborrowed in accordance with the provisions hereof; and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time. (c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans: (i) shall be incurred and maintained as Base Rate Loans; (ii) shall be denominated in Dollars; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not exceed in aggregate principal amount at any time outstanding, when added to the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time; and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RL Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party, the Administrative Agent or the Required Lenders stating that (x) one or more of the conditions specified in Section 5 or 7 are not then satisfied, (y) the making of such Swingline Loans would violate this Section 1.01(c), or (z) a Default or an Event of Default exists and is continuing, until such time as the Swingline Lender shall have received (A) in the case of a notice of the type described in preceding clause (x), (y) or (z), written notice of rescission of all such notices (I) that any such condition specified in Sections 5 and 7 are not then satisfied, (II) that the making of such Swingline Loans would violate this Section 1.01(c) or (III) of Default or Event of Default, as the case may be, from the party or parties originally delivering such notice or notices or (B) in the case of a notice of the type described in preceding clause (z), written notice of the waiver of such Default or Event of Default by the Required Lenders. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders (other than the Swingline Lender) pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (e) Subject to Section 1.14, the other terms and conditions set forth herein and the relevant Incremental Commitment Agreement, each Lender with an Incremental Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans: (i) only may be incurred on one or more Incremental Term Loan Borrowing Dates (which dates, in any event (x) shall not be earlier than the later of (A) the Syndication Date and (B) the Initial TL Commitment Termination Date and (y) shall not be later than the Revolving Loan Maturity Date); (ii) except as hereafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Incremental Term Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Incremental Term Loans of the same Type; (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Incremental Term B-2 Loan Commitment of such Lender (as set forth in the relevant Incremental Commitment Agreement) on the Closing Date respective Incremental Term Loan Borrowing Date; and (before giving effect iv) shall not at any time exceed, when added to the termination thereof aggregate amount of Incremental Revolving Loan Commitments theretofore provided pursuant to Section 4.02(a))1.14 and the respective Incremental Commitment Agreement, $100,000,000 in aggregate principal amount for all Incremental Term Loans made by all Incremental Lenders pursuant to this Agreement and the various Incremental Commitment Agreements. Once repaid or prepaidrepaid, Incremental Term B-2 Loans may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a an Initial Term B-1 Loan Commitment severally agrees to make a an Initial Term B-1 Loan or Initial Term B-1 Loans to the Borrower, which Initial Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term SOFR Term Loans, ; provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaidrepaid, Initial Term B-1 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a an Incremental Term B-2 Loan Commitment from time to time severally agrees to make a term loans (each, an “Incremental Term B-2 Loan or Loan” and, collectively, the “Incremental Term B-2 Loans Loans”) to the Borrower, which Incremental Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall shall, except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term SOFR Term Loans, ; provided that except all Incremental Term Loans of a given Tranche made as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising part of the same Borrowing shall at all times be consist of Incremental Term Loans of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term B-2 Loan Commitment of such Incremental Term Loan Lender on the Closing Date for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(a4.02(b)). Once repaid or prepaidrepaid, Incremental Term B-2 Loans may not be reborrowed. (c) Subject to and upon the terms and conditions set forth in Amendment No. 1, (i) the Additional Term B Lender agrees to make a Term B Loan to the Borrower in U.S. Dollars on the Amendment No. 1 Effective Date in an amount not to exceed the amount of its Additional Term B Loan Commitment and (ii) each Converted Initial Term Loan of each Amendment No. 1 Consenting Lender shall be converted into a Term B Loan of such Lender effective as of the Amendment No. 1 Effective Date in a principal amount equal to the principal amount of such ▇▇▇▇▇▇’s Converted Initial Term Loan immediately prior to such conversion. Once repaid, Term B Loans may not be reborrowed. The initial Interest Period with respect to the Term B Loans shall commence on the Amendment No. 1 Effective Date and end on April 6, 2021 and the benchmark rate for such Interest Period shall be deemed to be 0.1185%. (d) Subject to and upon the terms and conditions set forth in Amendment No. 3, (i) the Additional Term B-1 Lender agrees to make a Term B-1 Loan to the Borrower in U.S. Dollars on the Amendment No. 3 Effective Date in an amount not to exceed the amount of its Additional Term B-1 Loan Commitment and (ii) each Converted Term B Loan of each Amendment No. 3 Consenting Lender shall be converted into a Term B-1 Loan of such Lender effective as of the Amendment No. 3 Effective Date in a principal amount equal to the principal amount of such ▇▇▇▇▇▇’s Converted Term B Loan immediately prior to such conversion. Once repaid, Term B-1 Loans may not be reborrowed. The initial Interest Period with respect to the Term B-1 Loans shall commence on the Amendment No. 3 Effective Date and end on January 2, 2024.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make a term loan or term loans (each a "Term B-1 Loan or Loan" and, collectively, the "Term B-1 Loans Loans") to the BorrowerBorrower in an amount equal to such Lender's Term Loan Percentage, which Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an Interest Period of one month which begins and ends on the same day with the first such Interest Period to begin no sooner than three Business Days after the Initial Borrowing Date, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a))Initial Borrowing Date. Once repaid or prepaidrepaid, Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans to the Borrower, which Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-2 Loans may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a Term B-1 Loan Commitment severally agrees to make make, on the Third Restatement Effective Date, a term loan or term loans (each a "Term B-1 Loan or Loan" and collectively the "Term B-1 Loans Loans") to the Borrower, which Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the BorrowerBorrowers, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) no more than one Borrowing of Term Loans to be maintained as Eurodollar Loans may be incurred or maintained prior to the 30th day after the Third Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Third Restatement Effective Date), (ivii) shall be made by equal for each such Lender Bank, in that initial aggregate principal amount, an amount which does not exceed equals the Term B-1 Loan Commitment of such Lender Bank on the Closing Third Restatement Effective Date (before giving effect to the termination thereof any reductions thereto on such date pursuant to Section 4.02(a3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii))) and (iii) shall be joint and several obligations of each of the Borrowers. Once repaid or prepaidrepaid, Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Bank severally agrees, at any time and from time to time after the Third Restatement Effective Date and prior to the Revolving Loan Commitment severally agrees Maturity Date, to make a Term B-2 Loan revolving loan or Term B-2 Loans revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowerBorrowers, which Term B-2 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the BorrowerBorrowers, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-2 Revolving Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) no more than five Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred or maintained prior to the 30th day after the Third Restatement Effective Date (which Borrowings of Eurodollar Loans, except as set forth in Section 1.09(viii), may only have an Interest Period of one month, and may only be made on the Third Restatement Effective Date) and, in the case of any Existing Revolving Loans that continue as set forth in Section 5.15(ii), on the date the Interest Periods applicable thereto shall end as set forth in Section 1.09(viii), (ii) may be repaid and rebor- rowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultane- ously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall be made by each such Lender in not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclu- sive of Unpaid Drawings which does are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Term B-2 Third Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $348,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers. (c) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Third Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstand- ings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount and (v) shall be the joint and several obligations of each of the Borrowers. (d) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such Lender notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Sec- tion 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the Closing Date immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the termination thereof Revolving Loan Commitments pursuant to the last paragraph of Section 4.02(a))10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Once repaid or prepaid, Term B-2 Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be reborrowedrequired to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limita- tion, as a result of the commencement of a proceeding under the Bank- ruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termina- tion of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date for its Revolving Loan Commitment, a Term B-1 Loan revolving loan or Term B-1 Loans revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Term B-1 Revolving Loans (i) shall be incurred denominated in the respective Available Currency elected by the Borrower pursuant to a single drawing on the Closing DateBorrower, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans, Eurodollar Loans, Euro Denominated Loans or LIBO Rate Term Sterling Denominated Loans, ; provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof and (iv) shall not be made (and shall not be required to be made) by each such any Lender in that aggregate principal amount which does not exceed any instance where the Term B-1 Loan Commitment of such Lender on the Closing Date incurrence thereof (before after giving effect to the termination use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to Section 4.02(athis Agreement) would cause the Aggregate Exposure to exceed the lesser of (A) the Total Commitment and (B) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered)). Once repaid or prepaid, Term B-1 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each the Swingline Lender with a Term B-2 Loan Commitment severally agrees to make make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a Term B-2 Loan revolving loan or Term B-2 Loans revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Term B-2 Swingline Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Dateand maintained as Base Rate Loans, (ii) shall be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall except as hereinafter providednot exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the option Total Commitment at such time, (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vi) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans (which arrangements are hereby consented to by the Lenders), including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans (such arrangements, the “Swingline Back-Stop Arrangements”) and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be incurred and maintained as, and/or converted into, funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Term Loans or LIBO Rate Term Loans(each such Borrowing, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iva “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Borrowing Base or Total Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination thereof of the Revolving Loan Commitments pursuant to the last paragraph of Section 11); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) Notwithstanding anything to the contrary in Section 2.01(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including, without limitation, reserves with respect to (i) sums that the Borrower is or will be required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid (including, without limitation, a Rent Reserve against Eligible Inventory included in the Borrowing Base) and (ii) amounts owing by the Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens granted in the Security Documents (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. In addition to the foregoing, the Administrative Agent shall have the right to have the Borrower’s and each Wholly-Owned Subsidiary Guarantor’s Inventory reappraised by a qualified appraisal company selected by the Administrative Agent in accordance with Section 9.01(o) after the Initial Borrowing Date for the purpose of re-determining the Net Orderly Liquidation Value of the Eligible Inventory, and, as a result, re-determining the Borrowing Base. (e) In the event that the Administrative Agent in its Permitted Discretion deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of repayment of the Obligations, or (iii) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including, without limitation, expenses and Fees, in the event the Borrower is unable to comply with (A) the Borrowing Base limitations set forth in Sections 2.01(a) or (B) the conditions precedent to the making of Revolving Loans or the issuance of Letters of Credit set forth in Section 7, (x) the Lenders authorize the Administrative Agent, for the account of the Lenders, to make Revolving Loans to the Borrower, which, in each case, may only be made as Base Rate Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a Notice of Borrowing requesting an Agent Advance until the earlier of (i) the twentieth Business Day after such date, (ii) the date the Borrower is again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Loans and issuance of Letters of Credit, or obtains an amendment or waiver with respect thereto or (iii) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”). The Administrative Agent shall not make any Agent Advance to the extent that at such time the amount of such Agent Advance, either (I) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrower at such time, would exceed 10% of the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) or (II) which are incurred as Revolving Loans, when added to the Aggregate Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the Total Commitment at such time. It is understood and agreed that, subject to the requirements set forth above, Agent Advances may be made by the Administrative Agent in its sole discretion and that the Borrower shall have no right to require that any Agent Advances be made. Agent Advances will be subject to periodic settlement with the Lenders pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-2 Loans may not be reborrowed2.04.

The Commitments. (a) Subject to and upon the terms and conditions set forth hereinherein (including, without limitation, the conditions set forth in Section 7), each Lender with a Term B-1 Loan Commitment severally agrees to make a Term B-1 Loan make, at any time and from time to time on or Term B-1 Loans after the Effective Date and prior to the BorrowerMaturity Date, a revolving loan or revolving loans to each Borrower (each, a “Loan” and, collectively, the “Loans”), which Term B-1 Loans Loans: (i) shall be incurred by made and maintained in the Borrower pursuant to a single drawing on respective Available Currency permitted for the Closing DateBorrowers, as the case may be; (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter hereafter provided, shall, at the option of the BorrowerBorrowers, be incurred and maintained as, and/or converted into, as one or more Borrowings of Base Rate Term U.S. Dollar Loans, Australian Dollar Loans, Sterling Loans or LIBO Rate Term Euro Loans; provided that, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising made as part of the same Borrowing shall at all times be consist of Loans of the same Type, ; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by each any such Lender in that aggregate principal amount which does not exceed any instance where the Term B-1 Loan Commitment of such Lender on the Closing Date incurrence thereof (before after giving effect to the termination use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (x) the Individual Exposure of such Lender to exceed the amount of its Commitment at such time, (y) the Aggregate Exposure to exceed the lesser of the Total Commitment at such time and the Borrowing Base or (z) the Aggregate Exposure plus the principal amount of any outstandings under the Local Law Financings (for this purpose, using the Pounds Sterling Equivalent of amounts not denominated in Pounds Sterling) to exceed the Aggregate Cap Amount; provided that the outstanding amount of Loans made to the Australian Borrower shall not exceed the Australian Borrowing Limit at any time; and (v) which are denominated in Australian Dollars, Pounds Sterling or Euros and are required to be made by a Participating Specified Foreign Currency Lender, shall, subject to Section 4.02(a)). Once repaid or prepaid15, Term B-1 Loans may not be reborrowedmade by the Fronting Lender. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans Notwithstanding anything to the Borrowercontrary in Section 2.01(a), Section 7.03 or elsewhere in this Agreement, the Co-Collateral Agents shall have the right to establish Reserves in such amounts, and with respect to such matters, as the Co-Collateral Agents in their Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base (which Term B-2 Loans Reserves shall reduce such then existing Borrowing Base in an amount equal to such Reserves); provided that such Reserves shall not be established or changed except upon not less than five (i5) Business Days’ notice to the Borrowers (during which period the Co-Collateral Agents shall be incurred by available to discuss any such proposed Reserve with the Borrower pursuant to a single drawing on Borrowers) and during which such five Business Day period the Closing Date, (ii) Borrowers shall be denominated in U.S. Dollars, (iii) shall except as hereinafter unable to borrow an amount equal to such proposed Reserves; provided, at the option further, that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the Borrower, be incurred and maintained amount of the Reserves in accordance with the methodology of calculation previously utilized (such as, and/or converted intobut not limited to, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(bCustomer Credit Liabilities), all Term B-2 Loans comprising or (2) changes to Reserves or the same Borrowing shall at all times be establishment of additional Reserves if a Material Adverse Effect under clause (y) of the same Type, and definition thereof has occurred or it would be reasonably likely that a Material Adverse Effect under clause (ivy) shall be made by each of the definition thereof would occur were such Lender in that aggregate principal amount which does Reserves not exceed changed or established prior to the Term B-2 Loan Commitment expiration of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-2 Loans may not be reborrowedfive Business Day period.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a an Initial Term B-1 Loan Commitment severally agrees to make a term loan or term loans (each an “Initial Term B-1 Loan or Loan” and collectively the “Initial Term B-1 Loans Loans”) to the BorrowerBorrower in an amount not more than such Lender’s Initial Term Loan Commitment, which Initial Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, and (iii) shall except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Initial Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Initial Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an Interest Period of one month which begins on the same day, with the first such Interest Period to begin no sooner than three Business Days (nor later than five Business Days) after the Initial Borrowing Date, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a))Initial Borrowing Date. Once repaid or prepaid, Initial Term B-1 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-2 Revolving Loan Commitment severally agrees to make make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a Term B-2 Loan revolving loan or Term B-2 Loans revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Term B-2 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-2 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Revolving Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an Interest Period of one month which begins on the same day, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time. (c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RL Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (e) Subject to Section 1.14, the other terms and conditions set forth herein and the relevant Incremental Loan Commitment Agreement, each Lender with an Incremental Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans” and, together with the Initial Term Loans, the “Term Loans”) to the Borrower, which Incremental Term Loans: (i) may be incurred from time to time on or after the Syndication Date and prior to the Revolving Loan Maturity Date; (ii) shall be Term Loans under the Tranche specified in the applicable Incremental Term Loan Commitment Agreement; (iii) except as hereafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Incremental Term Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Incremental Term Loans of the same Type; (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Incremental Term B-2 Loan Commitment of such Lender (as set forth in the relevant Incremental Term Loan Commitment Agreement) on the Closing Date respective Incremental Term Loan Borrowing Date, (before giving effect v) shall be made pursuant to one or more Borrowings (as designated by the Borrower in the respective Incremental Term Loan Commitment Agreement) or, in the case of Incremental Term Loans being added to a then existing Tranche, shall be added to then outstanding Borrowings of the respective Tranche of Term Loans as provided in Section 1.14(c), and (vi) shall not, except to the termination thereof extent permitted by the proviso to clause (iv) of Section 1.14(a), exceed the Initial Permitted Amount in aggregate principal amount for all Incremental Term Loans made by all Incremental Lenders pursuant to Section 4.02(a))this Agreement and the various Incremental Commitment Agreements. Once repaid prepaid or prepaidrepaid, Incremental Term B-2 Loans may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Revolving Loan Commitment severally agrees agrees, at any time and from time to time on and after the Effective Date and prior to the Revolving Loan Maturity Date, to make a Term B-1 Loan revolving loan or Term B-1 Loans revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Term B-1 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term or, subject to Section 1.15, Eurodollar Loans, provided that that, except as otherwise specifically provided in Section 2.10(b1.10(b), all Term B-1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed at any time in accordance with the provisions hereof, (iii) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (A) such Lender's Percentage and (B) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time and (iv) shall be made by each such Lender in not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which does not exceed are repaid with the Term B-1 proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment of at such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may not be reborrowedtime. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into an arrangement satisfactory to it and the Borrower, to eliminate the Swingline Lender's risk with respect to the Lender which is the subject of such Lender Default, including by cash collateralizing the Lender's Percentage of the outstanding Swingline Loans. Notwithstanding anything to the contrary contained in this Section 1.01(b), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as (A) the Swingline Lender shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, or (ii) of the waiver of such Default or Event of Default by the Required Lenders or (B) the Administrative Agent in good faith believes that such Default or Event of Default has ceased to exist. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders with Revolving Loan Commitments that its outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all such Lenders pro rata based on each such Lender's Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each such Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Lenders to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date, (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter and (z) whenever the Swingline Lender receives a payment in respect of a Swingline Loan in which such a participation has been purchased, the Swingline Lender shall pay to the Lenders which acquired such participation an amount equal to such Lenders' share in such Swingline Loan. (d) Subject to Section 1.13, the other terms and conditions set forth herein and the relevant Incremental Term Loan Commitment Agreement, each Lender with a an Incremental Term B-2 Loan Commitment severally agrees to make a term loan or term loans (each, an "Incremental Term B-2 Loan or Loan" and, collectively, the "Incremental Term B-2 Loans Loans") to the Borrower, which Incremental Term B-2 Loans Loans: (i) shall only may be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Incremental Term Loans or LIBO Rate Term LoansLoan Borrowing Dates (which dates, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising any event (x) shall not be earlier than the same Borrowing shall at all times be of the same Type, Syndication Date and (ivy) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-2 Loans may not be reborrowed.later than the Revolving Loan Maturity Date);

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a an Initial Term B-1 Loan Commitment severally agrees to make a term loan or term loans (each, an “Initial Term B-1 Loan or Loan” and, collectively, the “Initial Term B-1 Loans Loans”) to the Borrower, which Initial Term B-1 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Restatement Effective Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that that, except as otherwise specifically provided in Section 2.10(b), all Initial Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term B-1 Loan Commitment of such Lender on the Closing Restatement Effective Date (before giving effect immediately prior to the termination thereof pursuant to Section 4.02(a)4.03(b) on such date). Once repaid or prepaidrepaid, Initial Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a an Incremental Term B-2 Loan Commitment for a given Tranche of Incremental Term Loans severally agrees to make a term loan or term loans (each, an “Incremental Term B-2 Loan or Loan” and, collectively, the “Incremental Term B-2 Loans Loans”) to the Borrower, which Incremental Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing of such Tranche on the Closing respective Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that that, except as otherwise specifically provided in Section 2.10(b), all Incremental Term B-2 Loans comprising of a given Tranche made as part of the same Borrowing shall at all times be consist of Incremental Term Loans of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Incremental Term B-2 Loan Commitment of such Lender on the Closing respective Incremental Term Loan Borrowing Date (before giving effect immediately prior to the termination thereof pursuant to Section 4.02(a)4.03(c) on such date). Once repaid or prepaidrepaid, Incremental Term B-2 Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or after the Restatement Effective Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time. (d) Subject to and upon the terms and conditions set forth herein, the Swingline Lender may, in its sole and absolute discretion, agree to make upon request of the Borrower as provided in Section 2.03(b), at any time and from time to time on or after the Restatement Effective Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (if agreed to be made by the Swingline Lender) (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(d), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (f) If the Initial Revolving Loan Maturity Date shall have occurred at a time when Extended Revolving Loan Commitments are in effect, then on the Initial Revolving Loan Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Initial Revolving Loan Maturity Date); provided that, if on the occurrence of the Initial Revolving Loan Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 3.07), there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to Extended Revolving Loan Commitments, which will remain in effect after the occurrence of the Initial Revolving Loan Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the Extended Revolving Loan Commitments and such Swingline Loans shall not be so required to be repaid in full on the Initial Revolving Loan Maturity Date. Notwithstanding anything to the contrary contained in this Agreement, unless the Majority Lenders with Revolving Loans and/or Revolving Loan Commitments otherwise agree in writing, prior to the Total Revolving Loan Sublimit Termination Date, the sum of (I) the aggregate outstanding principal amount of all Revolving Loans, (II) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) and (III) the aggregate outstanding principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) may not exceed the Total Revolving Loan Sublimit. On any day prior to the Total Revolving Loan Sublimit Termination Date on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (III) the aggregate amount of all Letter of Credit Outstandings exceeds the Total Revolving Loan Sublimit, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess.

The Commitments. (a) Subject to and upon the terms and conditions set forth hereinherein and the Final DIP Order, each Lender severally agrees to make a term loan or term loans denominated in Dollars (each, a “Loan” and, collectively, the “Loans”) to the Borrower as follows: (a) on the Initial Funding Date, each Lender with a Term B-1 Loan Commitment severally agrees to make a Term B-1 Loan or Term B-1 Loans to shall fund its pro rata portion of the BorrowerInitial Escrowed DIP Loans; provided that, which Term B-1 Loans (i) shall be incurred by the Borrower pursuant hereby directs the Lenders to a single drawing fund the Initial Escrowed DIP Loans directly to the Escrow Account, and (ii) for the avoidance of doubt, interest on the Closing Initial Escrowed DIP Loans shall accrue on the full amount of the Initial Escrowed DIP Loans commencing on the Initial Funding Date in accordance with Section 2.08; (b) on the Second Escrowed DIP Loan Funding Date, solely to the extent (i) the Availability Period is extended as a result of an extension of the Maturity Date as set forth in clause (a) of the definition thereof, (ii) shall be denominated less than $2,500,000 of the proceeds of the Initial Escrowed DIP Loans remain in U.S. Dollarsthe Escrow Account, and (iii) shall except as hereinafter provided, at the option of Administrative Agent has received a written request from the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and Borrower no later than five (iv5) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect Business Days prior to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth hereinproposed Second Escrowed DIP Loan Funding Date, each Lender with a Term B-2 Loan Commitment severally agrees shall fund its pro rata portion of the Second Escrowed DIP Loans, provided that, (x) the Borrower hereby directs the Lenders to make a Term B-2 Loan or Term B-2 fund the Second Escrowed DIP Loans directly to the BorrowerEscrow Account, which Term B-2 and (y) for the avoidance of doubt, interest on the Second Escrowed DIP Loans shall accrue on the full amount of the Second Escrowed DIP Loans commencing on the Second Escrowed DIP Loan Funding Date in accordance with Section 2.08; (c) subject to the conditions set forth in Section 2.02, (i) on or after the Initial Funding Date, Withdrawals of the proceeds of the Initial Escrowed DIP Loans from the Escrow Account shall be incurred by permitted from time to time during the Borrower pursuant Availability Period and (ii) on or after the Second Escrowed DIP Loan Funding Date, Withdrawals of the proceeds of the Second Escrowed DIP Loans from the Escrow Account shall be permitted from time to a single drawing on time during the Closing DateAvailability Period; and (d) notwithstanding anything to the contrary, (i) any amount of the Loans funded into the Escrow Account hereunder will permanently reduce the Commitment, (ii) shall once repaid, the Loans incurred hereunder may not be denominated in U.S. Dollarsre-borrowed, (iii) regardless of whether or not the Total Commitments are fully borrowed, the Commitments shall except as hereinafter provided, terminate at the option end of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, Availability Period and (iv) in no event shall be made by each such Lender in that the aggregate principal amount which does not of Loans exceed the Term B-2 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-2 Loans may not be reborrowed$50,000,000.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make a Term B-1 Loan or Term B-1 Loans make, at any time and from time to time after the Closing Date and prior to the BorrowerFinal Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower Agent and the other Borrowers, which Term B-1 Revolving Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Datedenominated in Dollars, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the BorrowerBorrower Agent, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term ABR Loans or LIBO BSBYTerm SOFR Rate Term Loans; provided that, provided that except as otherwise specifically provided in Section 2.10(b)this Agreement, all Term B-1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by each such any Lender in that aggregate principal amount which does not exceed any instance where the Term B-1 Loan Commitment of such Lender on the Closing Date incurrence thereof (before after giving effect to the termination use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may not be reborrowed. (bthis Agreement) Subject to and upon would cause the terms and conditions set forth herein, each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans to the Borrower, which Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment Individual Exposure of such Lender on to exceed the Closing Date amount of its Revolving Loan Commitment at such time and (before v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the termination use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to Section 4.02(a)). Once repaid this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect or prepaid, Term B-2 Loans may not be reborrowed(B) the Aggregate Exposure to exceed the Borrowing Base at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term B-1 Loan Commitment severally agrees to make a Term B-1 Loan make, at any time and from time to time on or Term B-1 Loans after the Effective Date and prior to the BorrowerFinal Maturity Date, (x) a revolving loan or revolving loans to any U.S. Borrower (on a joint and several basis with the other U.S. Borrowers) (each, a “U.S. Borrower Revolving Loan” and, collectively, the “U.S. Borrower Revolving Loans”), and (y) a revolving loan or revolving loans to any Dutch Borrower (on a joint and several basis with the other Dutch Borrowers) (each, a “Dutch Borrower Revolving Loan” and, collectively, the “Dutch Borrower Revolving Loans” and, together with the U.S. Borrower Revolving Loans, each, a “Revolving Loan” and, collectively, the “Revolving Loans”), which Term B-1 Loans Revolving Loans: (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, made and maintained in an Available Currency; (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter hereafter provided, shall, at the option of the applicable Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans (in the case of U.S. Dollar Denominated Revolving Loans only) or LIBO Rate Term LIBOR Loans; provided that, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type, ; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by each such any Lender in that aggregate principal amount which does not exceed any instance where the Term B-1 Loan Commitment of such Lender on the Closing Date incurrence thereof (before after giving effect to the termination use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-1 Loans may this Agreement) would cause the Individual Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time; (v) shall not be reborrowedmade (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect; (vi) except as otherwise provided in Section 2.01(e), in the case of U.S. Borrower Revolving Loans, shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate U.S. Borrower Exposure to exceed the U.S. Borrowing Base at such time; (vii) except as otherwise provided in Section 2.01(e), in the case of Dutch Borrower Revolving Loans, shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Dutch Borrower Exposure to exceed the Dutch Borrowing Base at such time; and (viii) shall not be made (and shall not be required to be made) by any Lender during a Reduced Availability Period in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause Excess Availability to be less than 10% of Availability at such time. (b) Subject to and upon the terms and conditions set forth herein, each the Swingline Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan make, at any time and from time to time on or Term B-2 Loans after the Effective Date and prior to the BorrowerSwingline Expiry Date, (x) a revolving loan or revolving loans to any U.S. Borrower (on a joint and several basis with the other U.S. Borrowers) (each, a “U.S. Borrower Swingline Loan” and, collectively, the “U.S. Borrower Swingline Loans”) and (y) a revolving loan or revolving loans to any Dutch Borrower (on a joint and several basis with the other Dutch Borrowers) (each, a “Dutch Borrower Swingline Loan” and, collectively, the “Dutch Borrower Swingline Loans” and, together with the U.S. Borrower Swingline Loans, each, a “Swingline Loan” and, collectively, the “Swingline Loans”), which Term B-2 Loans Swingline Loans: (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, made and maintained in U.S. Dollars; (ii) shall be incurred and maintained as Base Rate Loans; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by the Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect; (v) in the case of U.S. Borrower Swingline Loans, shall not be made (and shall not be required to be made) by the Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate U.S. Borrower Exposure to exceed the U.S. Borrowing Base at such time; (vi) in the case of Dutch Borrower Swingline Loans, shall not be made (and shall not be required to be made) by the Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Dutch Borrower Exposure to exceed the Dutch Borrowing Base at such time; (vii) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount; and (viii) shall not be made (and shall not be required to be made) by the Swingline Lender during a Reduced Availability Period in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause Excess Availability to be less than 10% of Availability at such time. Notwithstanding anything to the contrary contained in this Section 2.01(b), the Swingline Lender shall not make any Swingline Loan after it has received written notice from any Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (c) On any Business Day, the Swingline Lender or the Administrative Agent, as the case may be, may, in its sole discretion give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans or the Administrative Agent’s outstanding Agent Advances, as the case may be, shall be funded with one or more Borrowings of Revolving Loans to be made to, and maintained by, the relevant Borrower of the outstanding Swingline Loan or Agent Advance being funded by such Revolving Loan in U.S. Dollars (provided that such notice shall be deemed to have been given no later than the fifth Business Day after the making of any Swingline Loan (if not given earlier) and shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans in U.S. Dollars constituting Base Rate Loans (any such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender or the Administrative Agent, as the case may be, to repay the Swingline Lender or the Administrative Agent, as the case may be, for such outstanding Swingline Loans or Agent Advances. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender or the Administrative Agent, as the case may be, notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, (v) the amount of any Borrowing Base or the Total Revolving Loan Commitment at such time and (vi) during a Reduced Availability Period, Excess Availability after giving effect to such Loans. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any Borrower (including under any Dutch Insolvency Law)), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from any Borrower on or after such date and prior to such purchase) from the Swingline Lender or the Administrative Agent, as the case may be, such participations in the outstanding Swingline Loans or Agent Advances, as the case may be, as shall be necessary to cause the Lenders to share in such Swingline Loans or Agent Advances, as the case may be, ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans or Agent Advances, as the case may be, shall be for the account of the Swingline Lender or the Administrative Agent, as the case may be, until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender or the Administrative Agent, as the case may be, interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Revolving Loans denominated in U.S. Dollars, in each case maintained as Base Rate Loans hereunder for each day thereafter. (iiid) Notwithstanding anything to the contrary in Section 2.01(a) or (b) or elsewhere in this Agreement, the Administrative Agent shall except have the right to establish Reserves in such amounts, and with respect to such matters, but subject to the limitations contained in the definitions of “Reserves”, “Eligible Accounts”, “Eligible Inventory” and “Eligible Machinery and Equipment” herein, as hereinafter providedthe Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the U.S. Borrowing Base or the Dutch Borrowing Base (which Reserves shall reduce the then existing applicable Borrowing Base in an amount equal to such Reserves). (i) In the event that the Borrowers are unable to comply with any Borrowing Base limitations set forth in Section 2.01(a) or (b) or (ii) the Borrowers are unable to satisfy the conditions precedent to the making of Revolving Loans set forth in Section 7, in either case, the Lenders, subject to the immediately succeeding proviso, hereby authorize the Administrative Agent, for the account of the Lenders, to make U.S. Borrower Revolving Loans to any U.S. Borrower (on a joint and several basis with the other U.S. Borrowers) or Dutch Borrower Revolving Loans to any Dutch Borrower (on a joint and several basis with the other Dutch Borrowers) solely in the event that the Administrative Agent in its Permitted Discretion deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of repayment of the Obligations, or (C) to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement and then due, including Expenses and Fees, which Revolving Loans may only be made in U.S. Dollars as Base Rate Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a Notice of Borrowing requesting an Agent Advance until the earliest of (x) the 30th Business Day after such date, (y) the date the respective Borrowers are again able to comply with the applicable Borrowing Base limitations and the conditions precedent to the making of Revolving Loans, or obtain an amendment or waiver with respect thereto and (z) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”); provided that the Administrative Agent shall not make any Agent Advance to any U.S. Borrower or Dutch Borrower to the extent that at the option time of the Borrowermaking of such Agent Advance, be incurred and maintained asthe amount of such Agent Advance (I) when added to the aggregate outstanding amount of all other Agent Advances made to (x) the U.S. Borrowers at such time, and/or converted intowould exceed 5% of the U.S. Borrowing Base at such time or (y) the Dutch Borrowers at such time, one would exceed 5% of the Dutch Borrowing Base at such time or more Borrowings (II) when added to the Aggregate Exposure as then in effect (immediately prior to the incurrence of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(bsuch Agent Advance), all Term B-2 Loans comprising would exceed the same Borrowing shall Total Revolving Loan Commitment at all times be of the same Type, and (iv) shall such time. Agent Advances may be made by each the Administrative Agent in its sole discretion and no Borrower shall have any right whatsoever to require that any Agent Advances be made. Agent Advances will be subject to periodic settlement with the Lenders pursuant to Section 2.01(c). (f) If the Initial Maturity Date shall have occurred at a time when Extended Revolving Loan Commitments are in effect, then on the Initial Maturity Date all then outstanding Swingline Loans shall be repaid in full on such Lender date (and there shall be no adjustment to the participations in that aggregate principal amount which does not exceed such Swingline Loans as a result of the Term B-2 Loan Commitment occurrence of such Lender Initial Maturity Date) or refinanced with a borrowing of an Extended Revolving Loan; provided that, if on the Closing occurrence of the Initial Maturity Date (before after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 3.07), there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the termination thereof respective outstanding Swingline Loans could be incurred pursuant the Extended Revolving Loan Commitments which will remain in effect after the occurrence of the Initial Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to Section 4.02(a)). Once repaid or prepaid, Term B-2 the Extended Revolving Loan Commitments and such Swingline Loans may shall not be reborrowedso required to be repaid in full on the Initial Maturity Date.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche A Term B-1 Loan Commitment severally agrees to make a term loan or term loans (each a "Tranche A Term B-1 Loan or Loan" and, collectively, the "Tranche A Term B-1 Loans Loans") to the Borrower, which Tranche A Term B-1 Loans (i) shall only may be incurred by the Borrower pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that that, (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Tranche A Term B-1 Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (x) on or prior to July 30, 1999, all Tranche A Term Loans shall be incurred and maintained as Base Rate Loans and (y) thereafter, no more than three Borrowings of Tranche A Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 28th day after the Initial Borrowing Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of seven days, and the first of which Borrowings may only be made on or before August 6, 1999, and with each such Borrowing made thereafter to be made only on the last day of the Interest Period of the immediately preceding Borrowing), and (iviii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Tranche A Term B-1 Loan Commitment of such Lender on the Closing Initial Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 4.02(a3.03(b)). Once repaid or prepaidrepaid, Tranche A Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche B Term B-2 Loan Commitment severally agrees to make a term loan or term loans (each a "Tranche B Term B-2 Loan or Loan" and, collectively, the "Tranche B Term B-2 Loans Loans") to the Borrower, which Tranche B Term B-2 Loans (i) shall only may be incurred by the Borrower pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter providedshall, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Eurodollar Loans, provided that that, (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Tranche B Term B-2 Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (x) on or prior to July 30, 1999, all Tranche B Term Loans shall be incurred and maintained as Base Rate Loans and (y) thereafter, no more than three Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 28th day after the Initial Borrowing Date (each of which Borrowings of Eurodollar Loans (A) may only have the same Interest Period as is then permitted for a Borrowing of Tranche A Term Loans that are maintained as Eurodollar Loans and (B) shall begin and end on the same day as a Borrowing of Tranche A Term Loans that are maintained as Eurodollar Loans), and (iviii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Tranche B Term B-2 Loan Commitment of such Lender on the Closing Initial Borrowing Date (before giving effect to the termination thereof or such date pursuant to Section 4.02(a3.03(c)). Once repaid . (c) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or prepaidafter the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, Term B-2 a revolving loan or revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (x) on or prior to July 30, 1999, all Revolving Loans shall be incurred and maintained as Base Rate Loans and (y) thereafter, no more than three Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 28th day after the Initial Borrowing Date (each of which Borrowings of Eurodollar Loans (A) may only have the same Interest Period as is then permitted for a Borrowing of Tranche A Term Loans that are maintained as Eurodollar Loans and (B) shall begin and end on the same day as a Borrowing of Tranche A Term Loans that are maintained as Eurodollar Loans), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, and (iv) shall not exceed for all such Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. (d) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(d), (i) the Swingline Lender shall not be reborrowedobligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' RL Percentage of the outstanding Swingline Loans and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender's outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender's RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a Tranche A Term B-1 Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche A Term B-1 Loan or Loan" and, collectively, the "Tranche A Term B-1 Loans Loans") to the Borrower, which Tranche A Term B-1 Loans (i) shall be incurred by the Borrower pursuant to made and initially maintained as a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans or LIBO Rate Term Loanspursuant to Section 1.07); provided that, provided that except as otherwise specifically provided in Section 2.10(b1.11(b), all Tranche A Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (ivii) shall be made by equal for each such Lender Bank, in that initial aggregate principal amount, an amount which does not exceed equals the Tranche A Term B-1 Loan Commitment of such Lender Bank on the Closing Effective Date (before giving effect to the termination thereof any reductions thereto on such date pursuant to Section 4.02(a3.03(a)). Once repaid or prepaidrepaid, Tranche A Term B-1 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a Tranche B Term B-2 Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term B-2 Loan or Loan" and, collectively, the "Tranche B Term B-2 Loans Loans") to the Borrower, which Tranche B Term B-2 Loans (i) shall be incurred by the Borrower pursuant to made and initially maintained as a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans or LIBO Rate Term Loanspursuant to Section 1.07); provided that, provided that except as otherwise specifically provided in Section 2.10(b1.11(b), all Tranche B Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (ivii) shall be made by equal for each such Lender Bank, in that initial aggregate principal amount, an amount which does not exceed equals the Tranche B Term B-2 Loan Commitment of such Lender Bank on the Closing Effective Date (before giving effect to the termination thereof any reductions thereto on such date pursuant to Section 4.02(a3.03(b)). Once repaid or prepaidrepaid, Tranche B Term B-2 Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, at any time and from time to time on and after the Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that except as otherwise specifically provided in Section 1.11(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and provided further that if made on the Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (y) such Bank's Adjusted Percentage and (z) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, the Total Revolving Loan Commitment then in effect. (d) Subject to and upon the terms and conditions set forth herein, BTCo agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (e) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Loan Banks pro rata based on each Bank's Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks to share in such Swingline Loans ratably based upon their respective Percentages; provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a an Initial Term B-1 Loan Commitment severally agrees to make a an Initial Term B-1 Loan or Initial Term B-1 Loans to the BorrowerBorrowers, which Initial Term B-1 Loans (i) shall be incurred by the Borrower Borrowers pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the BorrowerParent, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, ; provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaidrepaid, Initial Term B-1 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a an Incremental Term B-2 Loan Commitment from time to time severally agrees to make a term loans (each, an “Incremental Term B-2 Loan or Loan” and, collectively, the “Incremental Term B-2 Loans Loans”) to the BorrowerBorrowers, which Incremental Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall shall, except as hereinafter provided, at the option of the BorrowerParent, be incurred and maintained as, and/or converted into, into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, ; provided that except all Incremental Term Loans of a given Tranche made as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising part of the same Borrowing shall at all times be consist of Incremental Term Loans of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term B-2 Loan Commitment of such Incremental Term Loan Lender on the Closing Date for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(a4.02(b)). Once repaid or prepaidrepaid, Incremental Term B-2 Loans may not be reborrowed.

The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III: (a) Subject to and upon the terms and conditions set forth herein, each Revolving Lender with a Term B-1 Loan Commitment severally agrees to make a Term B-1 Loan or Term B-1 Loans loans to the BorrowerBorrower (each, which Term B-1 Loans a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, such ▇▇▇▇▇▇’s Revolving Commitment and (ii) as to all Lenders, the Total Revolving Commitment at such time; provided that the Multicurrency Loans shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at made solely by the option of Multicurrency Lenders and the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Dollar Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by the Dollar Lenders or the Multicurrency Lenders, as applicable, in each such case in accordance with Section 2.13; (b) each Term Lender severally agrees to make term loans to the Borrower (each, a “Term Loan”) from time to time on any Business Day during the period from theon the Sixth Amendment Closing Date through the end of the Commitment Period, in that each case in an aggregate initial principal amount which does for all such made (and to be made) Term Loans up to but not exceed exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term B-1 Loan Commitment of at such Lender on time; provided that the Closing Date Multicurrency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made by the Dollar Lenders or the Multicurrency Lenders, as applicable, in each case in accordance with Section 2.13; (before giving effect c) within such limits and subject to the termination thereof pursuant to other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under this Section 4.02(a))2.1 and prepay Revolving Loans under Section 2.7. Once repaid or prepaidTerm Loans, Term B-1 Loans once repaid, may not be reborrowed.; and (bd) Subject within such limits and subject to and upon the other terms and conditions set forth hereinof this Agreement, each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans to the Borrower, which Term B-2 Loans (i) Borrower shall be incurred by the Borrower pursuant permitted to a single drawing on the Closing Date, (ii) shall be denominated borrow Term Loans in U.S. Dollars, (iii) shall except as hereinafter provided, at the option advance of the Borrower, be incurred and maintained as, and/or converted into, settlement of the purchase of one or more Borrowings of Base Rate Term additional Collateral Loans or LIBO Rate distributions to the Parent. The proceeds of any such Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) Loan borrowings shall be made by each retained in the Collection Account as Principal Proceeds pending such Lender in that aggregate principal amount which does not exceed the Term B-2 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid purchase or prepaid, Term B-2 Loans may distribution and will not be reborrowedapplied to any other purpose.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a an Initial Term B-1 Loan Commitment severally agrees to make a an Initial Term B-1 Loan or Initial Term B-1 Loans to the BorrowerBorrowers, which Initial Term B-1 Loans (i) shall be incurred by the Borrower Borrowers pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Lead Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term B-1 Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term B-1 Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid or prepaidrepaid, Initial Term B-1 Loans may not be reborrowed. All Borrowers shall be jointly and severally liable as borrowers for all Term Loans regardless of which Borrower receives the proceeds thereof. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a an Incremental Term B-2 Loan Commitment from time to time severally agrees to make a term loans (each, an “Incremental Term B-2 Loan or Loan” and, collectively, the “Incremental Term B-2 Loans Loans”) to the BorrowerBorrowers, which Incremental Term B-2 Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall shall, except as hereinafter provided, at the option of the Lead Borrower, be incurred and maintained as, and/or converted into, into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, ; provided that except all Incremental Term Loans of a given Tranche made as otherwise specifically provided in Section 2.10(b), all Term B-2 Loans comprising part of the same Borrowing shall at all times be consist of Incremental Term Loans of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term B-2 Loan Commitment of such Incremental Term Loan Lender on the Closing Date for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(a4.02(b)). Once repaid or prepaidrepaid, Incremental Term B-2 Loans may not be reborrowed. (c) Subject to the terms and conditions set forth herein, each Lender having a Delayed Draw Term Loan Commitment agrees to make Delayed Draw Term Loans in the form of additional Term Loans in U.S. Dollars to the Borrowers from time to time on up to three separate occasions (the date on which such Delayed Draw Term Loans are made, the “Delayed Draw Term Loan Funding Date”) after the Closing Date and prior to the Delayed Draw Term Loan Commitment Expiration Date in an aggregate principal amount not to exceed its Delayed Draw Term Loan Commitment; provided that (i) each Delayed Draw Term Loan made to the Borrowers shall result in an immediate and permanent reduction in the Delayed Draw Term Loan Commitment of each Delayed Draw Term Loan Lender in an amount equal to the aggregate principal amount of the Delayed Draw Term Loans made by such Delayed Draw Term Loan Lender on such date, (ii) the Initial Term Loans and the Delayed Draw Term Loans (if and when funded) shall have the same terms and shall be treated as a single fungible Tranche of Term Loans for all purposes (other than for U.S. federal and applicable state and local income tax purposes) under this Agreement and the other Credit Documents, except that interest on the Delayed Draw Term Loans shall commence to accrue from the applicable date of funding and (iii) each such Lender shall fund, on any funding date of any Delayed Draw Term Loans, its proportionate share of the aggregate amount of such Delayed Draw Term Loans funded on such funding date, such that it holds an equal pro rata share of the Initial Term Loans and each Delayed Draw Term Loan outstanding as of such funding date.